Business Services WC Template

BUSINESS SERVICES AGREEMENT (WC TEMPLATE)

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

RECITALS

WHEREAS, Client engages Service Provider to perform certain business services related to Client's operations, and Service Provider represents that it has the experience, capacity and personnel to perform such services in a professional manner consistent with industry standards;

WHEREAS, Service Provider will provide such services as an independent contractor and will maintain required insurance, including workers' compensation coverage for its employees and subcontractors as required by law and this Agreement; and

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

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. All work shall conform to the specifications, milestones, and acceptance criteria set forth in this Agreement and any attachment incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursable expenses specified below in consideration for the services provided under this Agreement.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach or immediately for causes involving unauthorized disclosure of Confidential Information or failure to maintain required insurance.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any non-public, proprietary or confidential information of the other party (Discloser) marked confidential or that by its nature should reasonably be understood to be confidential (Confidential Information). Recipient shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement by Recipient, (b) is rightfully received from a third party without restriction, or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or request, Recipient shall return or destroy Discloser's Confidential Information and certify in writing the destruction if requested.

INSURANCE; WORKERS' COMPENSATION

Service Provider shall maintain and cause each subcontractor to maintain, at Service Provider's expense, workers' compensation insurance in statutory amounts and employer's liability insurance with limits of not less than . Service Provider shall also maintain commercial general liability insurance with limits of not less than per occurrence. Upon request, Service Provider shall provide certificates of insurance evidencing the required coverage and naming Client as an additional insured where reasonably requested.

Service Provider acknowledges and agrees that it is solely responsible for payment of wages, taxes, benefits and workers' compensation for its employees and subcontractors and will indemnify, defend and hold Client harmless from any claim, loss, or liability arising from Service Provider's failure to carry required insurance or otherwise comply with applicable employment and workers' compensation laws.

INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider shall indemnify, defend and hold Client, its officers, directors and employees harmless from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable law.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND CLAIMS FOR INDEMNITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including labor, employment, safety and tax laws. Service Provider shall obtain and maintain all licenses, permits and approvals required to perform the services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state identified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, 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, whether written or oral. No amendment or modification shall be effective unless reduced to writing and executed by both parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices delivered by certified mail, overnight courier or email (with confirmation of receipt) shall be deemed given on the date of delivery.

MISCELLANEOUS PROVISIONS

Relationship of the parties: Service Provider is and shall remain an independent contractor for all purposes. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Service Provider shall not have authority to bind Client.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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