Business Services Sample Agreement

Business Services Sample Agreement

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

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider is willing and able to provide such services under the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality obligations, term, and other material provisions governing the provision of services.

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

Scope of Work

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

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider the fees and according to the schedule set forth below.

All fees are exclusive of taxes. Service Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices shall be due within thirty (30) days of Client's receipt.

Term and Termination

The term of this Agreement will commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date.

Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

If checked, this Agreement will automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Confidentiality

Each party acknowledges that in the course of performing its obligations under this Agreement it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include nonpublic business information, trade secrets, financial information, customer lists, pricing, technical data and other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient agrees to: (a) hold Confidential Information in strict confidence and not disclose such information to any third party except as permitted under this Agreement; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less protective than those it uses to protect its own confidential information of a similar nature.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in Recipient's possession at the time of disclosure as shown by Recipient's written records; (iii) is rightfully received by Recipient from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any such breach.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as either party may specify by notice to the other in accordance with this paragraph. Delivery by personal service, nationally recognized overnight courier, or certified mail (return receipt requested) shall be deemed effective upon receipt.

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