Business Services Tarlesson

Business Services Tarlesson

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the experience, personnel and resources necessary to perform the services set forth herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions of this Agreement and Service Provider is willing to perform such services for Client on the terms herein;

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

1. Scope of Work

Service Provider shall perform the business services described below (the Services). Service Provider shall provide all labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client agrees to pay Service Provider the fees set forth in this section in exchange for the Services. All amounts are in U.S. dollars unless otherwise specified.

Any late payment shall accrue interest at a rate of on the outstanding balance after a grace period of days. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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 such breach is not cured within days after written notice of the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party 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. Confidential Information excludes information that is (i) known to the receiving party at the time of disclosure without restriction on use or disclosure, (ii) publicly known through no wrongful act of the receiving party, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to those employees, representatives or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon request, the receiving party shall return or destroy Confidential Information and provide written certification of such destruction upon request.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically under this Agreement for Client’s internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and methodologies. Any transfer or assignment of ownership of custom-developed deliverables shall be set forth in a separate written instrument and, until such transfer, remains the property of Service Provider subject to the license granted to Client.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments specifically referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight delivery service to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them.

Sign Now