Business Services WSL Template

BUSINESS SERVICES WSL TEMPLATE

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

Client Name:    Service Provider:

WHEREAS

WHEREAS, Client seeks to engage Service Provider to perform certain business, technical and advisory services for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and personnel necessary to perform the services described herein and agrees to perform such services as an independent contractor under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider will perform the services described below for Client. The parties may amend the described work in writing by mutual agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with this Section. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in the form and at the intervals stated below, and Client shall pay undisputed amounts within the agreed payment period.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, an administrative late fee of or a fixed fee of may be applied for each late invoice.

Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider. Client approval required: (check to authorize reimbursement)

TERM AND TERMINATION

This Agreement commences on the Start Date and will continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate for convenience upon providing days' prior written notice. For material breach, the non-breaching party shall provide written notice and a cure period of days to remedy the breach before termination for cause.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall remain in effect.

Automatic renewal: (check to enable automatic renewal for successive terms unless either party provides written notice to the contrary at least the notice period above prior to the expiration of the then-current term)

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other 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"). Confidential Information shall not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party as shown by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be responsible for all taxes and withholdings. Service Provider shall maintain insurance appropriate to the services provided and shall provide proof of insurance upon request.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence or willful misconduct in the performance of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the jurisdiction selected by the parties below, without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available under applicable law.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that remedies at law for breach may be inadequate and agree that the non-breaching party may seek injunctive or equitable relief in addition to other remedies.

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