Business Template Forms

BUSINESS SERVICES AGREEMENT

WHEREAS

WHEREAS, Client Name: , with primary business address at (the "Client"), desires to retain the services of Service Provider Name: to perform certain business services described below.

WHEREAS, the Service Provider represents that it has the experience, personnel, and resources necessary to perform such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services and deliverables described below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay the Service Provider the fees set forth below as full compensation for the Services. Payment shall be due in accordance with the schedule and subject to the conditions set forth in this section.

Invoices shall be submitted by the Service Provider to the Client in accordance with the Payment Schedule. Unless otherwise stated in writing, all undisputed invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs and attorney fees incurred in collecting past due amounts.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided below.

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 days of receiving written notice describing the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether written, oral, electronic or otherwise. The recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors 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 available without breach, was rightfully in the recipient's possession prior to disclosure, or is required to be disclosed by law or court order (provided the recipient gives prompt written notice and cooperates in any protective action).

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of .

Independent Contractor; Insurance; Indemnification

The Service Provider is an independent contractor and not an employee of the Client. The Service Provider shall be responsible for all taxes and benefits related to its personnel. The Service Provider shall maintain insurance appropriate to the Services. The Service Provider shall indemnify and hold harmless the Client from third-party claims arising from the Service Provider's negligent performance or willful misconduct, except to the extent caused by the Client's negligence or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute through negotiation within 30 days, the dispute shall be resolved by binding arbitration conducted in the county specified by the governing state, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same force and effect as original signatures.

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