Business SPSSF Document

Business SPSSF Document

This Business SPSSF Document (the "Agreement") is entered into as of by and between Client Name: ("Client"), and Service Provider Name: ("Provider"). This Agreement memorializes the parties' understanding regarding the services and fees set forth below.

Recitals

WHEREAS, Client desires to retain Provider to perform certain services as more fully described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform such services in a professional manner consistent with industry standards; and

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

Parties and Contact Information

Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall furnish all labor, materials, equipment, supervision, and management necessary to perform the Services in accordance with this Agreement and in a workmanlike manner consistent with customary standards in Provider's industry.

Payment Terms

Client shall pay Provider the compensation and reimbursements set forth below in consideration for the Services. Unless otherwise specified, all payments are due in United States dollars and are exclusive of taxes for which Client is responsible.

All invoices shall itemize tasks performed and hours worked (where applicable). If Client disputes any portion of an invoice in good faith, the undisputed portion shall be paid when due and the parties shall promptly negotiate resolution of the disputed portion.

Term and Termination

This Agreement shall commence on and shall continue until 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 for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all completed deliverables and any work in progress, and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, subject to setoff for damages resulting from Provider's breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or should reasonably be understood to be confidential given the nature of the information. The Receiving Party shall (a) use Confidential Information solely for the performance and exercise of its rights under this Agreement, (b) protect Confidential Information with at least the same degree of care used to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or rightfully obtained by the Receiving Party without restriction from a third party.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Provider grants Client a perpetual, nonexclusive, worldwide license to use the deliverables provided under this Agreement solely for Client's internal business purposes. Provider retains all right, title, and interest in and to Provider's preexisting intellectual property, methodologies, and tools. To the extent deliverables incorporate Provider's preexisting materials, Provider grants Client a license to use such materials as incorporated in the deliverables.

Representations; Warranties; Indemnity

Each party represents that it has the full corporate or organizational power to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for the applicable services. Except for the foregoing warranty, the Services and deliverables are provided "AS IS" and Provider disclaims all other warranties, express or implied. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in the performance of the Services.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or Provider's indemnification obligations, in no event shall either party be liable for special, indirect, incidental, or consequential damages. Provider's aggregate liability under this Agreement shall not exceed the total amount actually paid by Client to Provider under this Agreement during the twelve (12) month period immediately preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration conducted in the governing state unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, communications, and agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

Assignment; Successors

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes the assigning party's obligations under this Agreement.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the contact information set forth above or to such other address as either party may designate by notice to the other in accordance with this Section. Notices are effective upon receipt.

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