Business Single Document

DOCUMENT NAME

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

RECITALS

WHEREAS, Client desires to obtain certain business services described in this Agreement and has authority to engage Provider to perform such services; and

WHEREAS, Provider represents that it has the skill, personnel, and experience necessary to perform the services and is willing to perform such services for Client on the terms set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services described below, in accordance with the standards of care and professional competence customary in Provider’s industry. Provider shall deliver services on the schedule set forth in this Agreement and as reasonably directed by Client.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Provider as follows.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed portions must be identified in writing and the undisputed portion shall remain payable.

TERM AND TERMINATION

This Agreement shall commence 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 days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice specifying the breach. Provider shall be entitled to payment for services performed through the effective date of termination and for any non-cancellable obligations incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party), whether oral, written, or electronic, 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.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the Disclosing Party shall be entitled to equitable relief, without posting bond, in addition to any other remedies available at law or in equity.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Provider shall maintain insurance coverage appropriate to the scope of services, including general liability and professional liability insurance, and shall provide certificates upon reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of resolving disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder. The relationship of the parties is that of independent contractors; nothing in this Agreement creates an employer-employee, joint venture, or agency relationship.

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