Business Services SAS Template

Business Services SAS Template

This Business Services Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

PARTIES AND CONTACTS

Individual Corporation SAS (Sociedad por Acciones Simplificada)

Individual Corporation SAS (Sociedad por Acciones Simplificada)

RECITALS

WHEREAS, Client requires certain business services relating to the description and deliverables set forth below; and

WHEREAS, Service Provider represents that it has the expertise, personnel, equipment and capacity to provide such services and desires to perform those services in accordance with the terms and conditions of this Agreement; and

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

SCOPE OF WORK

Service Provider shall provide the services and deliverables described in detail below. The parties acknowledge that changes to the scope will be made only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms.

Invoices shall be submitted by Service Provider to Client and are due within days of receipt unless otherwise agreed in writing. Payment method: .

Late payments shall incur a late fee equal to the greater of (i) % per month on the unpaid balance, or (ii) the maximum amount permitted by applicable law.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

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

Termination shall not relieve Client of its obligation to pay for services properly performed and accepted prior to the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic information disclosed by a party (Disclosing Party) to the other party (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 business plans, customer lists, pricing, technical data, trade secrets and financial information.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as shown by written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to Confidential Information.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is solely responsible for all employment taxes and statutory obligations for its personnel. Service Provider shall maintain insurance adequate for the services performed and shall indemnify and hold Client harmless from any third-party claims arising from Service Provider's negligence or willful misconduct in performing the services.

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 courts located in that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or schedules expressly referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by email (receipt confirmed). Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Assignment of this Agreement by either party is prohibited without the prior written consent of the other party, except that either party may assign this Agreement to a successor by way of merger or sale of substantially all of its assets.

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