Business Services SL Agreement

BUSINESS SERVICES SL AGREEMENT

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider has the capability and expertise to provide such services in accordance with the terms of this Agreement;

WHEREAS, the parties intend to set forth the terms and conditions governing the performance, payment, confidentiality, and termination of such services;

WHEREAS, the parties agree that Service Provider will perform the services at the service levels and on the schedule set forth below and that Client will compensate Service Provider as provided in this Agreement;

SCOPE OF WORK

Service Provider shall provide the business services described below (the "Services"). Service Provider shall perform the Services with commercially reasonable skill and care and in accordance with the schedules and deliverables set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Client shall pay invoiced amounts within the period set forth in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee above and the non-prevailing party shall reimburse reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice of breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and trade secrets.

Recipient shall (i) use Confidential Information solely for the performance or receipt of the Services, (ii) protect 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, and (iii) not disclose Confidential Information to any third party except to employees, consultants, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient's obligations do not apply to information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was in Recipient's possession prior to disclosure as shown by written records, (c) is received from a third party without breach of any confidentiality obligation, or (d) is independently developed by Recipient without use of Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or permanently destroy all Confidential Information of Discloser and certify such destruction if requested. The parties acknowledge that monetary damages may be an insufficient remedy for breach and that the non-breaching party shall be entitled to seek injunctive relief in addition to other remedies.

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

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and other obligations applicable to its performance.

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 merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or five (5) business days after deposit in the U.S. mail, postage prepaid.

Sign Now