Business Services SA Agreement

Business Services SA Agreement

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

Recitals

WHEREAS, Service Provider is in the business of providing business process, software application, integration, and advisory services and has represented that it possesses the expertise, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, scope, payment, confidentiality, and other provisions governing their relationship.

Scope of Work

Service Provider shall perform the services described below. Service Provider will provide deliverables, milestones, personnel, and performance standards consistent with the specifications set forth by the parties.

Payment Terms

Client will pay Service Provider the fees set forth below in consideration for the services and deliverables. All amounts are payable in United States Dollars unless otherwise agreed in writing.

If any undisputed amount due hereunder is not paid within days after the due date, Client will pay interest at a rate of per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. In addition, Service Provider may suspend performance until overdue amounts and accrued interest are paid.

Term and Termination

This Agreement will commence on and will continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required for performance of this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement that is marked as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; or (c) is rightfully received from a third party without restriction on disclosure.

The Receiving Party may disclose Confidential Information to its employees, affiliates, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive for a period of following termination or expiration of this Agreement.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Client shall own all deliverables specifically produced for Client under this Agreement upon payment in full, subject to Service Provider's retention of a non-exclusive, worldwide, royalty-free license to use general knowledge, techniques, and know-how acquired in the performance of the services.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and that its performance will comply with applicable laws. Service Provider shall defend, indemnify, and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for claims arising from Client's breach of law or misuse of deliverables.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below or such other address as a party may designate by notice. Notice is effective upon receipt when delivered by hand, overnight courier, or confirmed email.

Governing Law; Dispute Resolution; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties will attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the parties do not resolve a dispute within thirty (30) days, either party may pursue any available legal or equitable remedies.

This Agreement, including any attachments, exhibits, and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now