Business Services Online Form

Business Services Online Form

Service Provider Name:   Service Provider Address:

Client Name:   Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project delivery, and other ancillary services agreed by the parties; and

WHEREAS, Client desires to engage Service Provider, and Service Provider agrees to perform the services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations in writing effective as of Effective Date: .

Scope of Work

Service Provider shall perform the services described below for Client. The services to be provided, deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work.

Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are in the currency agreed by the parties and exclusive of applicable taxes unless otherwise provided.

If Client fails to pay any undisputed amount when due, Client will pay interest on the overdue amount at the lesser of (a) % per month, or (b) the maximum amount permitted by applicable law. In addition, Service Provider may suspend performance for nonpayment after providing written notice and a day cure period.

Term and Termination

This Agreement commences on the Term Start Date and continues until the Term End Date unless terminated earlier in accordance with this section.

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days following receipt of written notice specifying the breach. Termination will not affect accrued rights or obligations of the parties.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all non-public information disclosed by the other party (the "Discloser") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient will not disclose Confidential Information to any third party except as required in connection with performance of this Agreement or as required by law, and then only after giving Discloser prompt written notice and taking reasonable steps to limit and protect such disclosure.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) is rightfully received by Recipient from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient will promptly return or destroy the Confidential Information and certify in writing that such return or destruction has occurred.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes that are not resolved by negotiation or mediation.

Entire Agreement

This Agreement, including any attachments, exhibits and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations hereunder. Notices under this Agreement must be in writing and delivered to the addresses provided above.

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