Business Services Template Duplicate

BUSINESS SERVICES TEMPLATE DUPLICATE

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

Client Name:    Client Contact:

Service Provider:    Provider Contact:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide business services to Client, including scope, payment, term and confidentiality obligations.

SCOPE OF WORK

Service Provider will perform the services described below. The services will be performed in a professional manner consistent with industry standards and in accordance with the schedule set forth by the Parties.

PAYMENT TERMS

As consideration for the services, Client shall pay Service Provider the amounts and on the schedule specified below. All payments are due in US dollars unless otherwise agreed in writing.

  Late fee as percentage per month:

  Flat late fee:

Any undisputed amounts not paid when due shall accrue interest as specified above and Client shall also be responsible for reasonable costs of collection, including attorneys' fees, for amounts past due.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other Party (the "Disclosing 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"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, advisors or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restrictions; (c) was known by the Receiving Party prior to disclosure; or (d) is independently developed without reference to the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall return or certify destruction of Confidential Information.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, labor disputes, governmental actions, or interruptions of utilities or communications. Each Party shall indemnify and hold harmless the other Party from claims arising from its own negligent acts or willful misconduct, subject to applicable limitations of liability agreed in writing.

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