Business Services PS-BR012

Business Services PS-BR012

This Business Services Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, advisory, implementation, and related support; and

WHEREAS, Client desires to obtain from Service Provider certain services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to set forth the full understanding between them concerning the services to be provided, the consideration therefor, and the respective rights and obligations of the parties.

Parties and Notice Addresses

Scope of Work

Service Provider will perform the services described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Service Provider as set forth below. Payments are non-refundable except as expressly provided in this Agreement.

Any invoice not paid within days of the invoice date shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be liable for all reasonable costs of collection, including attorneys’ fees.

Term and Termination

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

Confidentiality

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (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 shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was known to Recipient prior to disclosure by Discloser without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

Upon termination of this Agreement or upon Discloser’s written request, Recipient shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing the destruction or return.

Mutual confidentiality (both parties are Disclosers and Recipients)
One-way confidentiality (only Service Provider discloses Confidential Information)

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. All deliverables specifically created for Client under this Agreement and paid for in full shall be deemed Work Product and ownership of such Work Product shall transfer to Client upon full payment; provided, however, that Service Provider may retain and use for other clients any general skills, know-how, or methodologies developed in the performance of the Services so long as no Confidential Information or Client-specific Work Product is disclosed.

Representations and Warranties; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any attachments and exhibits, 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 amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the notice addresses set forth above or to such other address as either party may specify in writing in accordance with this Section. Notices shall be deemed given when delivered personally, sent by overnight courier, or three (3) days after deposit with the United States postal service by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between them.

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