Business Services SDA

BUSINESS SERVICES SDA

Parties

Recitals

WHEREAS, Service Provider named above is duly organized and equipped to provide business services and deliverables described in this agreement; and

WHEREAS, Client desires to retain Service Provider to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Service Delivery Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows as of the Effective Date: Effective Date:

Scope of Work

Service Provider shall provide the services, tasks and deliverables described below. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards and shall use qualified personnel for the work.

Payment Terms

In consideration for the services and deliverables described above, Client shall pay Service Provider the fees and reimbursements set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any amount not paid within the time specified in the payment schedule shall accrue interest at the rate of , and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement upon not less than days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any material obligation and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Upon termination for any reason, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any information provided by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees to: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of years.

Intellectual Property & Work Product

Unless otherwise agreed in writing, all deliverables created specifically for Client under this Agreement shall be considered work made for hire and ownership shall vest in Client upon full payment of all fees due. Service Provider may retain ownership of its pre-existing tools, methodologies, templates and know-how. To the extent ownership does not vest in Client by operation of law, Service Provider hereby assigns to Client all right, title and interest in and to such deliverables upon payment, subject to Service Provider's rights in its pre-existing materials.

Representations, Warranties & Indemnity

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables, Client-provided materials, or Client's breach of this Agreement. Service Provider's total liability for any claim arising under this Agreement shall not exceed the aggregate fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement & Miscellaneous

This Agreement, including any exhibits or schedules 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 communications, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect.

Sign Now