Business Services SDP

Business Services SDP

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

WHEREAS

WHEREAS, Client engages Service Provider to perform professional business services described in this Agreement, and Service Provider has the requisite experience and capacity to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other material provisions governing the relationship between the parties for the services to be provided.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that specific deliverables, acceptance criteria, milestones and performance standards are set forth in this section and any attached schedules.

Payment Terms

Client shall pay Service Provider the fees, expenses and any taxes specified below in consideration for the performance of services. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid within the agreed payment period shall accrue interest at the rate described above and Client shall be responsible for reasonable collection costs, including attorneys' fees, if any.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Client shall pay for services performed and expenses incurred up to the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within 30 days after written notice specifying the breach and the required cure. Termination for cause does not limit either party from pursuing other remedies available at law or in equity.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 does not include information that (i) becomes generally available to the public through no fault of the receiving party; (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 the disclosing party is given prompt notice and an opportunity to seek protective relief.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement (Work Product) upon receipt of full payment for services. Service Provider retains ownership of its pre-existing materials, methodologies and tools and grants Client a non-exclusive license to use such materials only to the extent incorporated in the Work Product. The parties shall cooperate to execute documents necessary to effectuate the assignment of Work Product.

Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance and other statutory obligations arising from compensation paid under this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement, negligent acts or willful misconduct, subject to customary notice and cooperation obligations. Except for liability for gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the prior twelve (12) month period.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state specified above.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No modification or waiver of any term shall be effective unless in a writing signed by both parties.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any agreement or legal obligation binding on it.

Notices

Notices required under this Agreement shall be delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt. Notice is effective upon receipt.

Miscellaneous

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

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