Business Services USCDR Template

BUSINESS SERVICES USCDR TEMPLATE

This Business Services Agreement (the Agreement) is made as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: seeks to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide services to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliverables (collectively, the Services) described below in accordance with the standards of the profession and the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows. All payments shall be made in U.S. dollars unless the parties agree otherwise in writing.

Invoices submitted by Service Provider shall be due and payable within days of invoice date. If Client disputes any portion of an invoice in good faith, Client shall timely pay the undisputed portion and provide written notice of the dispute.

Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided in this section.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination for cause shall be in addition to any other remedies available at law or in equity.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in written, oral, electronic or other form 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.

The Receiving Party shall (i) use Confidential Information solely for the performance and exercise of its rights and obligations under this Agreement; (ii) restrict disclosure of Confidential Information to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

EXCEPT FOR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall be responsible for all taxes and benefits applicable to its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

  Assignment permitted with written consent

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent of the parties.

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