Business Terms of Service

BUSINESS TERMS OF SERVICE

Parties and Effective Date

This Business Terms of Service (the "Agreement") is entered into as of (the "Effective Date"), by and between Service Provider Name: , located at , and Client Name: , located at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and solutions described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the rights and obligations of each party with respect to such services.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to scope shall be documented in writing and signed by authorized representatives of both parties, and any changes affecting fees or schedule shall be subject to the change order provisions herein.

Payment Terms

Invoices shall be rendered in accordance with the Payment Schedule. Client shall pay undisputed invoices within the number of days specified above. Any amounts not paid when due shall accrue interest at the rate of (or the maximum lawful rate if lower), plus all reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and continue until , unless earlier terminated as provided herein.

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

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections pertaining to confidentiality, indemnification, limitations of liability, and payment obligations shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to Receiving Party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Receiving Party shall (i) use Confidential Information only to perform obligations under this Agreement, (ii) restrict disclosure to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) 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 reasonable care. Receiving Party may disclose Confidential Information as required by law, provided it gives prompt written notice to Disclosing Party and cooperates with any lawful effort to limit disclosure.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for liability arising from a party's indemnification obligations, gross negligence or willful misconduct, neither party's aggregate liability for damages under this Agreement shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months 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 its conflicts of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed upon by the parties.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, understandings, and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the parties.

Sign Now