Business Services Peck

BUSINESS SERVICES PECK

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain professional business services described herein, and Provider represents that it has the experience, personnel, and capacity to perform such services in a timely and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

WHEREAS, the parties intend that this Agreement define the expectations for deliverables, schedules, confidentiality, and termination rights.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total fees set forth below in consideration for the services. All payments shall be made in United States dollars unless otherwise agreed in writing.

Provider shall submit invoices in accordance with the Payment Schedule. If Client fails to pay any undisputed invoice within the number of days specified above, Provider may suspend performance after providing written notice and a reasonable opportunity to cure. Late payments shall accrue interest at the Late Payment Fee rate stated above, calculated monthly on the outstanding balance.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, or other information disclosed orally, in writing, or by inspection that is either identified as confidential at the time of disclosure or would reasonably be understood to be confidential. Confidential Information does not include information that is (a) already in the receiving party's lawful possession without restriction, (b) publicly available through no act of the receiving party, (c) rightfully received from a third party free to disclose, or (d) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information, and in no event less than reasonable care. A receiving party shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a strict need to know and are bound to confidentiality obligations at least as protective as those set forth herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, or longer as required to protect trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, all deliverables specifically created for Client under this Agreement shall be considered "work made for hire" and ownership shall vest in Client upon full payment of all amounts due. Provider shall retain ownership of its pre-existing tools, methods, know-how, and general skills, and grants Client a non-exclusive, perpetual license to any Provider-owned materials embedded in deliverables necessary for Client's use.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its own gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

Notices shall be in writing and delivered to the addresses above by hand, certified mail, or overnight courier, and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Sign Now