Business Services SPDS

BUSINESS SERVICES SPDS

This Business Services SPDS (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks specialized business services in the areas described in this Agreement and desires to engage Provider to deliver such services under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the necessary skills, personnel, and resources to perform the services and agrees to perform such services in a professional and workmanlike manner consistent with industry standards; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee:   Deposit (if any):

Invoicing and Terms: Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise stated in an invoice, all undisputed amounts are due Net 30 days from invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Late Fee / Collection Costs: In addition to interest, Client shall be responsible for reasonable costs of collection, including attorneys' fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided no less than days prior to termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice.

Effect of Termination: Upon termination, Client will pay Provider for all services performed and unreimbursed expenses incurred up to the effective date of termination. Sections entitled Confidentiality, Payment Terms (to the extent amounts are due), Governing Law, Indemnification and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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, including business plans, financial information, client lists, trade secrets, and proprietary methods.

Obligations: Receiving party shall (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in Receiving Party's possession prior to disclosure by Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality obligations and that injunctive relief or specific performance may be appropriate 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.

INSURANCE AND INDEMNIFICATION

Provider shall maintain insurance appropriate to the services performed, including commercial general liability and, where applicable, professional liability. Provider shall indemnify and hold harmless Client from and against third-party claims arising out of Provider's negligent acts or willful misconduct in the performance of services under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any Schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

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