Business Support Sample

BUSINESS SUPPORT SAMPLE

This Business Support Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with Address: and Support Provider Name: with Address: .

RECITALS

WHEREAS, Client requires business support services that may include administrative assistance, systems configuration, reporting and advisory services (the Services); and

WHEREAS, Provider represents that it has the experience, personnel, and resources to provide the Services and is willing to perform the Services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective duties, compensation and other terms and conditions in writing.

SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider will assign competent personnel and shall be responsible for supervision and quality control of all Services provided.

PAYMENT TERMS

Unpaid amounts shall bear interest at the rate of percent per month (or the maximum permitted by law, if less) from the date due until paid. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in recovering overdue amounts.

Provider shall be reimbursed for pre-approved, reasonable out-of-pocket expenses. Reimbursable expenses permitted: Yes If yes, limit per invoice:

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon delivering the required written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days of written notice specifying the breach. Upon termination, Client shall pay Provider for all Services performed and authorized expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial data, customer lists, pricing, and trade secrets, whether disclosed orally, in writing or electronically.

Receiving Party shall (a) hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those hereunder; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was already rightfully in the Receiving Party's possession, is lawfully obtained from a third party without restriction, or is independently developed by the Receiving Party without use of the disclosing party's Confidential Information.

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 laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that State.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employer-employee, joint venture, or agency relationship between the parties.

Limitation of Liability. Except for a party's breach of confidentiality or indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for direct damages shall not exceed the total fees paid by Client under this Agreement in the six (6) months preceding the claim.

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of all or substantially all assets, provided the assignee assumes all obligations hereunder.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

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