Business Services SCD

BUSINESS SERVICES SCD

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience and capability to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations and other terms governing the engagement in a written Agreement;

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

1. SCOPE OF WORK

Service Provider shall perform the services described above (Services) in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work must be documented in a written amendment signed by both parties.

2. PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Payments not made when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall also be responsible for reasonable collection costs.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and authorized reimbursable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether disclosed orally, visually or in writing that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, pricing, financial information, customer lists and technical data.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations under this Section shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Confidential Information does not include information that (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to receipt; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE MADE BY EITHER PARTY.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

8. ENTIRE AGREEMENT AND AMENDMENT

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

9. MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship.

CONTACT INFORMATION

Sign Now