Business Services Pollack

Business Services Pollack

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

WHEREAS

WHEREAS, Provider is engaged in the business of delivering business advisory, operational and administrative services, including but not limited to management consulting, process optimization, and project coordination, and represents that it has the expertise and personnel necessary to perform such services for Client under the terms set forth herein;

WHEREAS, Client desires to retain Provider to perform services described in this Agreement and Provider is willing to provide such services on the terms and conditions contained in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

Scope of Work

Provider shall perform the services and deliverables as described below. The scope may be amended only by written change order signed by both parties.

Payment Terms

Compensation for the services set forth in this Agreement shall be as follows. Provider shall invoice Client in accordance with the schedule below. All fees are due as provided in each invoice and, unless otherwise specified, are exclusive of taxes which shall be paid by Client.

Late payments incur a late fee of per month, computed monthly on the unpaid balance, starting days after the invoice due date. In addition to interest, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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 includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets, and technical data.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) not disclose Confidential Information to any third party except for employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) not use Confidential Information for any purpose other than the performance of this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue as long as such information qualifies as a trade secret under applicable law.

Ownership; Work Product

Subject to full payment of all amounts due under this Agreement, Provider assigns to Client all right, title and interest in and to work product, deliverables and materials specifically prepared for Client under this Agreement ("Work Product"). Provider retains ownership of Provider's pre-existing materials, tools, methodologies and general know-how. To the extent any intellectual property of Provider is incorporated into the Work Product, Provider hereby grants Client a nonexclusive, irrevocable, worldwide license to use such intellectual property as part of the delivered Work Product.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Indemnification; Relationship of Parties

Each party shall indemnify, defend and hold harmless the other party, its affiliates and their respective officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties.

Entire Agreement; Amendments

This Agreement, together with any attachments and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, three days after deposit with a nationally recognized overnight courier, or five days after mailing by certified mail, return receipt requested.

Sign Now