Business Services Proposal Template

Business Services Proposal Template

This Business Services Proposal (the "Agreement") is entered into as of Effective Date: .

Client Name:    Service Provider:

RECITALS

WHEREAS, Client seeks to retain Service Provider to perform certain business services described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, deliverables, compensation, and other terms governing the provision of services;

WHEREAS, the parties intend for this Agreement to constitute the entire understanding between them with respect to the subject matter herein and to supersede any prior proposals or agreements, whether written or oral.

SCOPE OF WORK

DELIVERABLES AND MILESTONES

Deliverables shall be provided in accordance with the schedule below. Acceptance of each deliverable shall be governed by the acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Total Fee:

Invoicing Interval:

Late Payment Fee / Interest:

Expenses: Client will reimburse reasonable pre-approved out-of-pocket expenses incurred by Service Provider. Estimated reimbursable expenses:

TERM AND TERMINATION

Term Commencement Date:

Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for cause may be immediate where a material breach is not cured within days after written notice.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information") shall be held in strict confidence and used solely for the purposes of performing under this Agreement. Obligations of confidentiality do not apply to information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without breach of any obligation, (c) independently developed, or (d) required to be disclosed by law or court order, in which case the receiving party shall provide prompt notice to allow the disclosing party to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Upon full payment of amounts due, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement; provided, however, that Service Provider may retain non-exclusive rights to use general skills, know-how, and templates. Any third-party materials included in deliverables shall be subject to their respective licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any losses arising from a breach of its representations, warranties, or obligations under this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT.

INSURANCE AND COMPLIANCE

Service Provider will maintain insurance customary for the services provided and comply with applicable laws and regulations. Upon request, Service Provider shall provide certificates evidencing such insurance.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations related to its performance.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement, including any schedules or exhibits incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent.

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