Business Services Pro Web

Business Services Pro Web - Services Agreement

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional web design, development, hosting and maintenance services and possesses the expertise and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that all work performed under this Agreement be governed by the terms set forth below.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria are set forth in the description below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. Unless otherwise specified, all amounts are stated in the currency indicated and exclude applicable taxes which shall be paid by Client.

All invoices are due and payable within the payment period specified above. Overdue invoices shall accrue the Late Fee specified and Service Provider may suspend performance if Client fails to pay undisputed amounts after ten (10) days' written notice. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved by Client.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure within thirty (30) days after written notice. Client may also terminate for convenience upon providing the notice period above and paying Service Provider for all Services performed and non-cancellable commitments incurred through the effective date of termination. Upon termination, Service Provider will deliver all work in progress and Client will pay any outstanding amounts due. Provisions that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral or written. The recipient shall (a) hold Confidential Information in strict confidence, (b) use it solely to perform under this Agreement, and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as this clause. Confidential Information does not include information that is or becomes publicly known through no fault of the recipient or that is independently developed by the recipient without use of the discloser's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, or longer if required to protect trade secrets under applicable law.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing tools, software, templates, libraries and methodologies ("Provider Materials"). Upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in and to final deliverables specifically created for Client under this Agreement (the "Deliverables"), subject to any third-party licenses and Provider Materials. Service Provider grants Client a perpetual, worldwide, non-exclusive license to any Provider Materials incorporated into Deliverables solely to the extent necessary to use the Deliverables as intended. Client grants Service Provider a limited license to use Client-provided materials solely to perform the Services.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client's content, specifications, or misuse of the Deliverables; Service Provider shall indemnify Client against claims that the Deliverables, as provided, infringe any valid third-party intellectual property right.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction specified above, without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes will be resolved by the courts located in the designated jurisdiction unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and exhibits signed by the parties, 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. No modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship. If any provision is held invalid, the remainder of the Agreement shall continue in full force and effect. Titles and headings are for convenience only and do not affect interpretation.

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