Business Services SDGE

Business Services SDGE

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

WHEREAS

WHEREAS, Service Provider is engaged in providing business services including consulting, implementation, and related professional services as described in the Scope of Work below;

WHEREAS, Client desires to retain Service Provider to perform such services for the benefit of Client's business operations on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services to be provided, compensation, confidentiality obligations, and other rights and responsibilities of the parties be set forth in a written agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the Scope of Work may be amended by written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the services rendered under this Agreement. All amounts are payable in lawful currency.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments are due within days of invoice date.

Late Payment: If Client fails to pay any undisputed amount when due, Client shall pay a late fee of per month on the outstanding balance or the maximum permitted by law, whichever is less, together with any reasonable costs of collection.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections concerning Confidentiality, Indemnity, Governing Law, and Payment shall survive termination to the extent necessary to effectuate their intent.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any form that the Disclosing Party designates as confidential or that, under the circumstances, ought to be treated as confidential. Confidential Information includes, without limitation, business plans, technical data, pricing, and customer information.

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

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt notice and cooperates with the Disclosing Party in seeking protective measures.

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

Entire Agreement

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

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency between the parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Sign Now