Business Services RWS Template

BUSINESS SERVICES RWS TEMPLATE

Parties and Effective Date

This Business Services Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between Client Name: , with principal address at , and Service Provider: , with principal address at .

WHEREAS

WHEREAS, Client desires to engage 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; and

WHEREAS, the parties intend to define their respective responsibilities, compensation, confidentiality obligations and other standard contractual protections applicable to the services to be provided.

Scope of Work

Payment Terms

Invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), and Client shall reimburse Service Provider for all reasonable collection costs and attorneys' fees incurred in collecting overdue amounts. Service Provider may suspend performance if invoices remain unpaid for more than days after written notice.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall cease work, and Client shall pay for all services rendered and expenses incurred through the effective date of termination. Each party shall return or destroy Confidential Information of the other in accordance with the Confidentiality clause below.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer lists, technical data and proprietary materials.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information (but no less than reasonable care), (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted in writing or as required by law, provided that the Receiving Party gives prompt notice to the Disclosing Party where permitted.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider is solely responsible for all taxes, insurance, benefits and worker claims relating to its personnel. Service Provider will maintain commercially reasonable insurance coverage appropriate to the services provided.

Limitation of Liability; Indemnity

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's negligence or willful misconduct in performance of its obligations.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation prior to commencing any litigation.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work expressly 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. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures, including scanned signatures or signatures transmitted by electronic means, shall be effective and binding.

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