Business Services W2S Template

Business Services W2S Template

Parties and Recitals

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

Client Name:

Service Provider Name:

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider has the experience and personnel necessary to perform such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective roles, responsibilities, compensation, and other terms and conditions in this Agreement.

Scope of Work

Service Provider shall perform the services described below in accordance with the standards of the profession and the schedule agreed by the parties:

Payment Terms

As consideration for the performance of the Scope of Work, Client shall pay Service Provider in accordance with the following terms:

Invoices submitted by Service Provider shall be paid by Client within days of receipt unless otherwise agreed in writing.

Overdue amounts shall bear interest at the lesser of (a) a rate of per month or (b) the maximum rate allowed by applicable law. In addition, Client shall pay a late fee of for administrative costs on any invoice not paid within the stated period.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon providing the other party with days' prior written notice.

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 days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes, without limitation, trade secrets, business plans, financial information, client lists, pricing, technical data and other non-public information designated as confidential or that should reasonably be understood to be confidential.

Confidentiality obligations shall continue for a period of from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Independent Contractor

Each party represents that it has the full corporate power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations related to its performance.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or due to Service Provider under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or such other addresses as the parties may designate in writing.

Governing Law; Entire Agreement

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 state and federal courts located within that state for purposes of any dispute arising under this Agreement.

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

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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