Business Services United UM

BUSINESS SERVICES UNITED UM - BUSINESS SERVICES AGREEMENT

This Business Services Agreement (Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . Service Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business process, administrative and consulting services and possesses the personnel, expertise and resources necessary to provide the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services pursuant to the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for Client on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described below (Services). The Parties acknowledge and agree that the Services to be performed may include project management, administrative support, document preparation, business consulting and such other services as mutually agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the Fees set forth in this section in consideration for the Services. Fees are exclusive of applicable taxes and expenses unless otherwise stated.

Payments are due within days of invoice unless otherwise agreed in writing. Accepted payment methods:

Any undisputed amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys’ fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: (Term). Either Party may terminate this Agreement for convenience upon giving written notice no less than days to the other Party.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving 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 includes without limitation business plans, customer lists, pricing, trade secrets, technical data and personnel information.

The Receiving Party shall (a) hold the Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except as necessary to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Exclusions: information that is or becomes publicly known through no breach by the Receiving Party, is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools, including templates and methodologies, used in performing the Services. Client is granted a limited, non-exclusive, non-transferable license to use deliverables provided to Client solely for Client’s internal business purposes upon full payment of Fees. Any custom deliverables created for Client under this Agreement shall be owned by Client upon full payment, subject to Service Provider’s retained rights in pre-existing materials embedded therein.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party’s gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from indemnification for third-party claims, willful misconduct, or breaches of confidentiality, the aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the total Fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to 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 laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, recognized overnight courier, or certified mail, return receipt requested, or by electronic delivery with confirmation of receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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