Business STB Template

Business STB Template

This Business Services and Terms & Billing Agreement ("Agreement") is made effective as of by and between with a principal place of business at (hereinafter "Service Provider"), and with a principal place of business at (hereinafter "Client").

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services, consulting, and related deliverables as further described below; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services to Client under those terms; and

WHEREAS, the parties intend that this Agreement set forth the scope, payment obligations, confidentiality requirements, term and termination rights, and other material provisions governing their relationship.

1. Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties may amend the scope in writing as provided in this Agreement.

2. Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider the fees and reimbursable expenses as set forth below. All fees are payable in United States Dollars unless otherwise agreed in writing.

Any amount not paid within days after the invoice due date shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and expenses.

3. Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice of such breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, client lists, technical data and trade secrets.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations set forth in this Section shall continue for a period of three (3) years following termination of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's willful misconduct or breaches of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

6. Notices

All notices required or permitted under this Agreement must be in writing and delivered to the respective contacts set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

7. 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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

8. Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of each party.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest through merger or sale of substantially all assets.

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