Business Services Strings Template

BUSINESS SERVICES AGREEMENT (STRINGS TEMPLATE)

This Business Services Agreement ("Agreement") is entered into by and between:

Effective Date: . Client and Service Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the expertise, personnel, and resources to provide the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire a written statement of their respective rights and obligations with respect to the engagement described below.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the milestones and specifications agreed by the Parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services.

Invoices shall be rendered in accordance with the Payment Schedule and are due within days of receipt unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. In addition, Client shall reimburse reasonable collection costs, including attorney fees.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated as provided herein.

Start Date: . End Date:

Termination for Convenience: Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party. Termination for Cause: Either Party may immediately terminate if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the termination date, and each Party shall return or destroy the other Party's confidential information in accordance with Section titled Confidentiality.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public business, technical or financial information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether disclosed orally, in writing or by inspection, 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are subject to confidentiality obligations at least as protective as those herein.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, already known to the Receiving Party without restriction, or rightfully received from a third party without a duty of confidentiality. If compelled to disclose Confidential Information, the Receiving Party will promptly notify the Disclosing Party where legally permitted and cooperate in seeking protective measures.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years.

INSURANCE; INDEPENDENT CONTRACTOR; INDEMNITY

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the Parties.

Insurance: Service Provider shall maintain commercial general liability and professional liability insurance in commercially reasonable amounts and provide evidence of such insurance upon Client's request.

Indemnity: Each Party agrees to indemnify, defend and hold harmless the other Party from and against third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement, except to the extent such claims result from the indemnified Party's own negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct or breach of confidentiality or indemnity obligations, neither Party shall be liable for indirect, incidental, special, consequential or punitive damages, and each Party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Dispute Resolution: The Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the Parties agree to submit disputes to binding arbitration administered in accordance with commercial arbitration rules, unless the Parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any attachments and schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendment: No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Notices shall be in writing and delivered by hand, registered mail, or overnight courier to the addresses set forth above, or to such other address as either Party may designate by notice.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest to substantially all of its business.

Authority: Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the Party for which they sign.

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