Business Services SE23020

Business Services SE23020

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider: , Address:

Client Name: , Address:

Recitals

WHEREAS, Service Provider possesses the expertise and capacity to perform the business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the performance, payment and confidentiality obligations be governed by the terms of this Agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and timely manner. The parties agree that the description below sets forth the essential duties and deliverables to be provided under this Agreement.

Payment Terms

Client shall pay Service Provider in exchange for the services described in the Scope of Work according to the following terms.

Invoices shall be submitted to Client and are due within days of receipt. Late payments shall bear interest at (or the maximum permitted by law, if less) from the date due until paid.

Unless otherwise stated in writing, Client is responsible for all applicable taxes, duties and assessments arising from the payments made under this Agreement.

Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Either party may terminate immediately for cause upon written notice if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Service Provider shall deliver to Client all work in progress and Client shall pay Service Provider for all services performed through the effective date of termination, together with any reasonable close-out costs incurred.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform this Agreement or as required by law, provided that the receiving party uses reasonable efforts to give prompt notice to the disclosing party and to limit the scope of any compelled disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is responsible for all taxes and withholdings incurred in connection with payments under this Agreement.

Service Provider represents that it maintains insurance appropriate to the services to be performed. Provider will provide certificates of insurance upon Client request.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If negotiation fails, disputes shall be resolved by the state or federal courts located in the county where the Client's primary place of business is located, and each party consents to the exclusive jurisdiction and venue of such courts.

Entire Agreement; Amendments

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

Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided above, either by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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