Business SNAP Template

Business SNAP Template

This Business Services Agreement ("Agreement") is entered into as of by and between with principal place of business at ("Provider"), and with principal place of business at ("Client").

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional business services, including advisory, implementation, and support services described herein;

WHEREAS, Client desires to retain Provider to perform such services under the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any changes to the scope shall be documented in a written change order signed by authorized representatives of both parties, specifying modifications to deliverables, schedule, and any adjustments to fees.

Payment Terms

Unless otherwise stated in the Payment Schedule, Client shall pay invoices within thirty (30) days of receipt. Amounts not paid when due shall accrue interest at the rate specified above and Provider may suspend performance for overdue accounts after providing ten (10) days' written notice of intent to suspend.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other in connection with this Agreement, whether written, oral, electronic, or in any other form. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is already in the receiving party's possession prior to disclosure, or (iii) is lawfully received from a third party without restriction.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to those employees, agents, and subcontractors having a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title, and interest in and to Provider's pre-existing intellectual property, methodologies, tools, templates, and know-how. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of all fees. Any customization or work product specifically commissioned by Client and paid in full shall be owned by Client, except to the extent such work product incorporates Provider's pre-existing materials.

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-law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a competent and professional manner. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT DURING THE PRIOR SIX (6) MONTHS.

Entire Agreement

This Agreement, including any executed statements of work and change orders, 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.

By checking this box, the signer acknowledges that they have read and agree that this document constitutes the entire agreement between the parties.

Notices

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