Business Services SE2307

BUSINESS SERVICES SE2307

RECITALS

WHEREAS, Client Name: is engaged in the business of procuring services and desires to retain the services of Service Provider Name: to perform certain business services as set forth below; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide the services described in this Agreement and is willing to provide such services to Client on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows.

1. EFFECTIVE DATE AND PARTIES

This Agreement is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

2. SCOPE OF WORK

Service Provider shall perform the business services described in this Section and in the attached Statement of Work. Service Provider shall provide all labor, equipment, materials and supervision necessary to deliver the Services in a professional and workmanlike manner consistent with industry standards.

3. PAYMENT TERMS

Client shall pay Service Provider the compensation described in this Section in exchange for the Services. All payments shall be made in United States dollars unless otherwise agreed in writing.

All undisputed invoices shall be paid within Payment Due Days: days of receipt. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of dispute within ten (10) days of receipt and the parties shall promptly attempt to resolve the dispute in good faith.

4. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches 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 completed work for which Client has paid, and Client shall pay Service Provider for all services performed and reasonable costs incurred through the date of termination.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

The Receiving Party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information only for performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, ownership of intellectual property rights created specifically for Client in connection with the Services shall be as follows: Work Product Ownership: . Service Provider shall retain ownership of its pre-existing tools, methodologies and know-how, subject to Client's limited license to use deliverables for Client's internal business purposes.

7. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner in accordance with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the limitations of liability set forth herein.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the county of the prevailing party's principal place of business, unless the parties mutually agree otherwise.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party.

12. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of all or substantially all of its assets or equity to which this Agreement relates. Relationship of the Parties: The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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