Business Services SDQ

Business Services SDQ

This Business Services Services Delivery Questionnaire and Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: requires certain business services and has requested that Service Provider perform such services;

WHEREAS, Service Provider Name: represents that it has the qualifications, experience and ability to perform said services in accordance with the terms set forth herein;

WHEREAS, the parties wish to set forth in writing the details of services, delivery requirements, payment terms and other obligations through this Services Delivery Questionnaire and Agreement.

Parties & Contact Information

Scope of Work

Description of services, responsibilities, deliverables, acceptance criteria and any specific technical or operational requirements shall be set forth below. Service Provider shall perform services in a professional and workmanlike manner in accordance with accepted industry practices and the timelines stated in this Questionnaire.

Payment Terms

The following payment provisions govern compensation for the services described above.

Late payments shall incur a late fee of % per month on the outstanding balance, or the maximum allowed by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience with prior written notice of days to the other party. Termination for material breach shall be effective upon delivery of written notice and a thirty (30) day cure period, except that material breaches that are not capable of cure may permit immediate termination.

Upon termination, Service Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination. Client may be required to pay a reasonable early termination fee of if specified in the payment schedule.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed in any form. Each receiving party shall: (a) use such Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect confidentiality.

Confidential obligations shall survive termination for a period of from the date of disclosure, except for information that qualifies as a trade secret under applicable law, in which case protection shall continue as long as such information remains a trade secret.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Client acknowledges that Service Provider does not warrant results or business outcomes unless expressly stated in writing.

Each party shall indemnify and hold harmless the other against third-party claims arising from its negligence, willful misconduct or breach of this Agreement, subject to any limitations set forth herein. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments, exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. No modification, amendment or waiver shall be binding unless executed in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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

Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above, or to such other address as a party may provide in writing from time to time, and shall be effective upon receipt.

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