Business TP Form

Business TP Form

This Business Third-Party Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider). The Client and Provider are sometimes referred to individually as a Party and collectively as the Parties.

Party Details

Recitals

WHEREAS, Client requires the provision of certain third-party services and assistance in connection with Client's business operations and commercial activities, including but not limited to procurement, third-party vendor management, and transactional processing; and

WHEREAS, Provider represents that it has the experience, personnel, and capacity to perform the services described in this Agreement and is willing to perform such services for Client on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms governing their relationship, including scope, compensation, confidentiality, and remedies for breach.

Scope of Work

Provider shall perform the services described below in a professional, timely, and workmanlike manner consistent with industry standards. Provider shall supply personnel, equipment, and materials necessary to perform the Services unless otherwise specified.

Payment Terms

Client shall pay Provider for Services in accordance with the schedule and amounts set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Provider to Client and are due net days from receipt. Late payments shall accrue interest at the lesser of (i) a fixed late fee of or (ii) a monthly interest rate of of the unpaid balance, calculated daily and compounded monthly.

All taxes, duties, and similar governmental charges arising from or related to the Services shall be the responsibility of unless otherwise required by law.

Term and Termination

Term Start Date: . Term End Date:

Either Party may terminate this Agreement without cause upon days' prior written notice. 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 written notice of the breach. Upon termination, Provider shall deliver all completed and in-progress deliverables to Client and shall invoice Client for all Services performed through the effective date of termination. Client shall pay undisputed amounts within the timeframe specified in Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party (Discloser) to the other Party (Recipient) 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 includes, without limitation, business plans, customer lists, pricing, technical information, and trade secrets.

Recipient agrees: (a) to hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) to use Confidential Information solely for the performance of this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this Section do not apply to information that (i) is or becomes publicly known through no breach by Recipient, (ii) was rightfully in Recipient's possession prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser's Confidential Information and certify such return or destruction in writing if requested. The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and Discloser shall be entitled to seek injunctive relief in addition to other remedies.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction as agreed in writing by the Parties.

Indemnification; Limitation of Liability; Miscellaneous

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's negligence, willful misconduct, or breach of this Agreement. Neither Party shall be liable for consequential, special, incidental, or punitive damages, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

This Agreement is binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all of its assets.

Entire Agreement

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Sign Now