Business Template FTR90P

BUSINESS TEMPLATE FTR90P

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at:

and Client Name: with principal place of business at:

WHEREAS

WHEREAS, Provider represents that it possesses the expertise, personnel and resources necessary to perform the services described in this Agreement and is duly authorized to provide such services to Client; and

WHEREAS, Client desires to engage Provider to perform the services described below on the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Provider shall perform the services and deliverables described below (collectively, the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the timelines agreed by the parties.

2. Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below in U.S. dollars. All amounts due shall be paid in accordance with the schedule in this Section.

Payments not received within days of the applicable due date shall incur a late fee of calculated from the original due date until paid in full. Client shall also be responsible for all reasonable collection costs, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and Provider shall deliver to Client all completed and in-process work products for which Client has paid.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with this Agreement, including business plans, financial information, trade secrets, technical data, and client lists. Confidential Information shall not include information that: (a) is or becomes publicly known through no wrongful act of Recipient; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt advance notice and cooperates with Discloser to seek protective measures.

Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care, and shall use Confidential Information only for purposes of performing under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

A breach of this Section would cause irreparable harm for which monetary damages would be inadequate; accordingly, Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. 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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county of the governing state selected above for any dispute arising out of or related to this Agreement.

6. Entire Agreement; Miscellaneous

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of all or substantially all of its assets, or corporate reorganization. The rights and obligations of the parties shall inure to their respective successors and permitted assigns.

7. Representations and Warranties; Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

8. Administrative Information

Entity Type (Select One Per Party)

Provider Entity Type: Corporation LLC Sole Proprietor Partnership

Client Entity Type: Corporation LLC Sole Proprietor Partnership

Sign Now