Business Services SFAA

Business Services SFAA

RECITALS

WHEREAS, Client Name: (the "Client") desires to obtain business services as described herein; and

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the expertise, personnel and resources to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform such services effective as of Effective Date: .

CONTACT INFORMATION

SCOPE OF WORK

The Service Provider shall perform the services and deliver the deliverables described below. The obligations include the provision of personnel, materials, project management, and progress reporting as required by the Client to achieve the agreed objectives.

PAYMENT TERMS

Client shall pay Service Provider for the performance of services in accordance with the following terms.

Invoices are due within days of invoice date. Late payments shall incur interest at % per month (or the maximum permitted by law), with a minimum late fee of USD assessed after days past due.

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 without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed work and any work in progress for which Client has paid. Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party 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. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to any third party except to its employees or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party to allow opportunity to seek protective measures.

The obligations of confidentiality survive termination of this Agreement for years.

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 courts located in that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture or partnership between the parties.

Insurance: Service Provider shall maintain insurance coverage appropriate to the services provided and any regulatory requirements. Proof of insurance shall be provided upon Client request.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments 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, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Sign Now