Business Services STREAM

BUSINESS SERVICES STREAM AGREEMENT

This Business Services STREAM Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: with address , and Service Provider: with address .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services identified as STREAM services, and Provider represents that it has the skill, personnel and experience necessary to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend to set forth the scope, compensation, confidentiality obligations and other terms governing Provider's performance of services for Client.

SCOPE OF WORK

Provider shall perform the STREAM services for Client as described below. The description shall include deliverables, milestones, performance standards, personnel assignments and any acceptance criteria. Provider will perform services in a professional and timely manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the schedule and rates set forth below. All amounts are due in U.S. dollars and are exclusive of taxes unless otherwise stated.

Provider will submit invoices to Client specifying work performed and amounts due. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days of receipt and the parties shall meet in good faith to resolve disputes.

Any undisputed amount not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Additionally, Client will reimburse Provider for reasonable collection costs, including attorneys' fees.

Reimbursable out-of-pocket expenses require prior written approval from Client. Provider will submit receipts for reimbursement. Reimbursable expenses are:

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 without cause by providing prior written notice to the other party at least days before the intended termination date. Upon termination, Client shall pay Provider for services performed and approved expenses through the effective termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within ten (10) days after written notice of the breach. Provider shall be paid for services performed through the termination date, subject to Client's right to set off damages.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood as confidential. Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as required for performance under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely for the performance of its obligations under this Agreement. Confidential Information does not include information that is: publicly known through no unauthorized act of the receiving party; independently developed by the receiving party without use of the disclosing party's Confidential Information; or rightfully obtained from a third party without restriction.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate and agree that injunctive relief may be sought in addition to other remedies.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Indemnified parties shall provide prompt written notice of claims and cooperate in the defense, which will be conducted by the indemnifying party at its expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising under this Agreement shall lie in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto and any written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement will be effective unless in a written instrument signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will 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 this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now