Business Services Spectrum

BUSINESS SERVICES SPECTRUM

Parties

Effective Date: .

Recitals

WHEREAS, Client Name: desires to procure business services described herein; and

WHEREAS, Service Provider Name: represents that it has the skill, personnel and experience to perform such services under the terms of this Agreement; and

WHEREAS, the parties wish to set forth their agreement with respect to the scope, payment, confidentiality and other terms governing the engagement effective as of the Effective Date set forth above.

Scope of Work

The Provider shall perform the Services described above in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones, acceptance criteria and any subcontracting arrangements shall be documented in writing and signed by both parties as amendments to this Agreement.

Payment Terms

Payments are due in accordance with the Payment Schedule. Unless otherwise stated, Client shall make payments within days of receipt of an undisputed invoice. Overdue amounts shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. In addition to interest, Client shall be responsible for any collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including without limitation business plans, technical information, financial data and customer information (collectively, "Confidential Information"). Confidential Information shall not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except as required by law or to its employees, contractors and professional advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall continue for a period of years from the date of disclosure, unless otherwise required by applicable law.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter this Agreement and to perform its obligations hereunder. Provider represents and warrants that the Services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold harmless Provider from and against claims arising from Client-provided materials, infringement allegations based on Client specifications, or Client's misuse of deliverables. Provider shall indemnify Client for third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of a recognized arbitration institution mutually selected by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or amendments executed by the parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement will be effective unless in a written instrument signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

Notices

All notices, consents, approvals and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice shall be effective upon receipt.

Sign Now