Business Services SHI Template

Business Services SHI Template

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business services, including but not limited to consulting, systems implementation, and technical support, and has represented that it possesses the experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work. Any changes to the Scope of Work must be agreed in writing by authorized representatives of both parties and may require adjustment to fees or schedule.

2. Payment Terms

Any undisputed amounts not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

3. Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause 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, Client shall pay Service Provider for all services performed and expenses incurred up to the effective date of termination, together with any reasonable wind-down costs as may be specified in the Scope of Work.

4. Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public proprietary or confidential information disclosed by the other party (Disclosing Party) in connection with this Agreement, including business plans, technical information, trade secrets, and client data (Confidential Information). Confidential Information does not include information that was lawfully in the public domain at the time of disclosure or becomes publicly available other than by breach of this Agreement.

The Receiving Party may use Confidential Information solely for the performance of its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive for years following termination or expiration of this Agreement.

5. Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional manner consistent with industry standards. Client represents that it will provide timely access to information and personnel as reasonably required by Service Provider to perform the services.

To the fullest extent permitted by law, each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages, except for liability arising from a party's indemnification obligations, breach of confidentiality, or willful misconduct.

6. Data Protection and Client Data

Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client Data. Service Provider will process Client Data only in accordance with documented instructions from Client as set forth in this Agreement or the Scope of Work. In case of any unauthorized access to Client Data, Service Provider will notify Client without undue delay and cooperate in remediation and notification as required by law.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law rules. Except as required for injunctive relief, the parties agree to submit any dispute arising out of or relating to this Agreement to binding arbitration conducted in accordance with the rules of a recognized arbitration forum, with the arbitration to be held in the county where the Client's principal place of business is located unless otherwise agreed in writing.

8. Entire Agreement; Amendments

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

9. Miscellaneous Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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

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