Business Services UL7

BUSINESS SERVICES UL7

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, personnel and resources necessary to provide such services in a professional manner;

WHEREAS, Service Provider is willing to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth the full understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider will provide the services described below. The following description constitutes the material scope of work to be provided under this Agreement. Any material change to scope shall require written amendment signed by both Parties.

PAYMENT TERMS

Client shall pay Service Provider for performance of the Scope of Work as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the Invoice Due Period shall accrue the Late Payment Fee. Client shall pay all reasonable costs of collection, including attorneys' fees, for amounts overdue beyond thirty (30) days.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date specified above and shall continue in effect until Term End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical or financial information disclosed by one Party to the other, whether disclosed orally, visually or in writing.

The receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) is rightfully obtained from a third party without restriction; or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. If disclosure is required by law, the receiving Party will, where permitted, provide prior written notice and cooperate with protective measures.

INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from third-party claims resulting from the Indemnitor's willful misconduct, gross negligence or material breach of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate in writing. Notices are effective upon receipt.

ENTIRE AGREEMENT

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

No amendment or modification of this Agreement shall be effective unless in writing and signed by 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. The Parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

Sign Now