Business Services WV Template

BUSINESS SERVICES AGREEMENT (WV)

This Business Services Agreement (the Agreement) is entered into effective as of Effective Date: by and between Client Name: with principal address:

and Service Provider Name: with principal address:

RECITALS

WHEREAS, Client is engaged in the business described as: and seeks specialized services to support its operations; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel, and qualifications to provide the services described in this Agreement and agrees to provide such services under the terms set forth herein; and

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The scope may be amended only by a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. All payments shall be made in United States dollars unless otherwise agreed in writing.

Unless otherwise specified above, invoices are due within days of receipt. Overdue amounts shall accrue interest as specified below.

Late payment interest at the lesser of % per month OR a flat fee of $ per late invoice. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to recover amounts due.

Check Wire Transfer Credit Card Other (specify below)

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall cease work and invoice Client for all earned but unpaid fees through the effective date of termination. Client shall pay undisputed amounts within the payment terms specified above.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving 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 shall not include information that is (a) publicly known through no fault of the Receiving Party, (b) rightfully received from a third party without breach of any obligation of confidentiality, or (c) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect the confidentiality of the Confidential Information with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care, (ii) use the Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which the obligations shall continue as long as the information remains a trade secret under applicable law.

The parties acknowledge and agree to be bound by the confidentiality obligations set forth above.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall maintain, at its expense, insurance coverage appropriate for the services performed. Service Provider shall indemnify and hold harmless Client from and against claims, liabilities, damages, and expenses arising from Service Provider's gross negligence, willful misconduct, or breach of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiations fail, the parties may pursue any legal or equitable remedy available in the state and federal courts located in West Virginia.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices required by this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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