Business Services RPTC Template

Business Services RPTC Template

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

WHEREAS

WHEREAS, Client Name: desires to obtain certain business services relating to revenue production, process transformation, and consulting (collectively, the Services); and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and capacity to perform such Services on the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms under which the Service Provider will provide Services to Client;

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner, consistent with industry standards. Any material change to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

All fees are exclusive of taxes, duties, and similar charges, which shall be the responsibility of the party required to pay such taxes by applicable law. Service Provider shall submit invoices in accordance with the Payment Schedule; Client shall pay undisputed amounts within the time specified in Payment Schedule. Disputes with respect to invoiced amounts shall be raised in writing within ten (10) days of receipt of invoice and the parties shall negotiate in good faith to resolve any dispute.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above following written notice specifying the breach. Either party may terminate for convenience upon the notice period stated above provided that Client shall pay for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, 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, methods, strategies, financial information, customer lists, trade secrets, and technical data.

Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (b) not disclose Confidential Information to any third party except to employees, consultants or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. Confidential Information does not include information that is: (i) publicly known through no fault of Receiving Party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; (iii) independently developed by Receiving Party without use of Confidential Information; or (iv) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek protective measures.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party, its officers, directors and employees (Indemnitee) from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising from Indemnitor's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to direct damages not to exceed the total fees paid under this Agreement in the preceding twelve (12) months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or amendments executed in writing by both 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 written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices 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. Notices are effective upon delivery as provided herein.

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