Business Services QSYSPRT

Business Services QSYSPRT

This Business Services Agreement ("Agreement") is entered into as of between the parties identified below.

Parties

RECITALS

WHEREAS, Client requires professional business services to support, maintain, or otherwise enhance certain business systems and operations described herein; and

WHEREAS, Service Provider possesses the necessary personnel, experience, and resources to provide such services and is willing to provide those services to Client under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

1. SCOPE OF WORK

Service Provider will perform the services and deliverables described below. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services performed under this Agreement. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed, Service Provider may suspend performance if amounts due are not paid within the stated payment terms following written notice. Client shall be responsible for reasonable collection costs and attorneys' fees for overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the specified notice period after receipt of written notice. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and tools. Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment. To the extent any deliverables are created as work for hire under applicable law, such deliverables shall be owned by Client upon payment in full; otherwise Service Provider assigns to Client all right, title and interest necessary for Client's internal use, subject to Service Provider's retained rights in pre-existing materials.

6. LIABILITY; INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INSURANCE AND SUBCONTRACTING

Service Provider will maintain commercially reasonable insurance coverage appropriate for the services performed. Service Provider may engage subcontractors provided Service Provider remains responsible for their performance and compliance with this Agreement.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved in the courts located in the specified jurisdiction.

9. ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

10. NOTICES

Notices under this Agreement shall be delivered to the contact information provided below and are effective upon receipt by hand, nationally recognized overnight carrier, or confirmed electronic transmission.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement will create a partnership, joint venture, or employment relationship.

Sign Now