Business Services UMB LPR Form

Business Services UMB LPR Form

Parties and Engagement Date

Effective Date:

Contact Person:   Phone:   Email:

Contact Person:   Phone:   Email:

Entity Type (Select as applicable)

Service Provider Entity Type: Corporation LLC Other

Client Entity Type: Corporation LLC Other

Recitals

WHEREAS, Service Provider specializes in provision of business services identified under the UMB LPR program, including but not limited to management, billing, and local processing of deliverables; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and related Scope of Work in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

The Service Provider shall perform the work and supply the deliverables described below. All tasks shall be performed in a professional manner consistent with industry standards.

Payment Terms

Total Compensation: $

Invoices shall be rendered to Client in accordance with the schedule above and are due net days from invoice date. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed past due amount will accrue interest at a rate of % per month (or the highest rate permitted by law, if less). Service Provider may suspend work for invoices overdue by more than days after written notice.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable, documented costs incurred through the effective date of termination and for any transition services expressly agreed in writing.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) in connection with this Agreement, including business plans, financial data, client lists, technical information, and trade secrets.

Obligations: Recipient shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors with a bona fide need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information.

Duration: The confidentiality obligations set forth herein survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as such information qualifies as a trade secret under applicable law.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of any pre-existing intellectual property and tools used in the performance of services. Client will receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of all amounts due.

Indemnification; Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided the indemnified party gives prompt notice and cooperates in the defense.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, indirect, special, or punitive damages.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , excluding its conflict of laws principles.

Remedies: The parties agree that monetary damages may be inadequate for breaches of confidentiality or intellectual property rights and that the non-breaching party shall be entitled to seek equitable relief in addition to other remedies.

Entire Agreement; Amendment

Entire Agreement: This Agreement, together with any exhibit or Scope of Work attached and any written change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral.

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

Acknowledgement

By signing below, each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that the party agrees to be bound by all terms herein.

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