Business Services Wave Document

Business Services Wave Document

This Business Services Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Client Name: with Address: and Service Provider Name: with Address: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires professional business services to support Client's operations, including but not limited to advisory, implementation, and ongoing maintenance services described below; and

WHEREAS, Provider has the qualifications, experience, personnel, and resources necessary to perform such services and is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services to be performed by Provider for Client.

SCOPE OF WORK

Provider shall perform the services and deliverables described in this Section (the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for Services as set forth below. All fees are exclusive of taxes, and Client shall be responsible for any applicable taxes unless Client provides a valid exemption certificate.

Deposit (if any): . Invoices are due within days of receipt. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. 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 Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver all completed and in-progress deliverables and Client shall return or destroy Provider's confidential materials as provided below.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) already known to the receiving Party without obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving Party; (iii) rightfully received from a third party without restriction; or (iv) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party shall be entitled to seek injunctive relief in addition to other remedies.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider shall defend, indemnify and hold harmless Client from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall defend, indemnify and hold harmless Provider from and against claims arising out of Client's misuse of deliverables or Client's breach of this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) 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 its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a Party may designate in writing) by hand delivery, nationally recognized overnight carrier, or certified mail (return receipt requested).

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof 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 authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall 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, to the extent possible, achieves the Parties' original intent.

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