Business Services Standard Agreement

BUSINESS SERVICES STANDARD AGREEMENT

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

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing the services described in this Agreement and represents that it has the experience, personnel, and capacity to perform such services in a professional manner;

WHEREAS, the Client desires to engage the Service Provider to perform certain services under the terms and conditions set forth herein, and the Service Provider is willing to perform such services for the Client in accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

The Service Provider shall provide the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As consideration for the Services, the Client shall pay the Service Provider the fees and reimbursements set forth below in accordance with the payment schedule.

If any undisputed amount due hereunder is not paid within days after the due date, the Client shall pay interest on the overdue amount at a rate of % per month, or the maximum permitted by law if lower. The parties agree that late fees are intended as liquidated damages and not a penalty.

Reimbursable expenses shall be invoiced separately and are payable within days of receipt of documentation and appropriate receipts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally known to the public through no wrongful act of the Receiving Party; (b) is lawfully received from a third party without restriction; (c) was already known to the Receiving Party without obligation of confidentiality; or (d) is independently developed by the Receiving Party. Upon termination or request, the Receiving Party shall return or destroy Confidential Information and certify such destruction if requested. The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, non-transferable license to use deliverables created under this Agreement for the Client's internal business purposes. The Service Provider retains ownership of pre-existing materials, tools, templates, methodologies, and other intellectual property developed outside the scope of this Agreement. Any work-for-hire assignment must be expressly set forth in writing and signed by both parties.

6. WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. The Service Provider warrants that Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

In no event shall either party be liable for consequential, incidental, indirect, special, punitive, or exemplary damages, nor for lost profits, loss of business, or loss of data, even if advised of the possibility of such damages. The aggregate liability of the Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. INDEPENDENT CONTRACTOR; TAXES

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. The Service Provider is solely responsible for payment of all employment taxes, withholding, and other obligations arising from its performance of the Services.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to 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.

9. ENTIRE AGREEMENT

This Agreement (including all exhibits and attachments, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification of this Agreement must be in writing and signed by an authorized representative of each party.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing. Notice shall be deemed given when delivered personally, one business day after being sent by overnight courier, or three business days after being mailed by certified mail, return receipt requested.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

The parties intend that the provisions of this Agreement be interpreted reasonably and fairly and not strictly for or against either party. Headings are for convenience only and shall not affect interpretation.

Sign Now