Business VSA Template

BUSINESS VSA TEMPLATE

Parties and Effective Date

This Vendor Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Client requires certain professional services and solutions to support Client's business operations, and desires to engage Service Provider to perform such services under the terms set forth in this Agreement;

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner in accordance with industry standards;

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

Scope of Work

Service Provider shall provide the services, deliverables, and performance described below. The Scope of Work shall include all tasks, milestones, and acceptance criteria necessary for completion. Any changes to the Scope of Work will be documented and approved in writing by authorized representatives of both parties.

Payment Terms

In consideration for the services performed under this Agreement, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions contained herein. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at the rate specified below and Client shall reimburse Service Provider for all reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Confidentiality

Each party (Recipient) shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (Discloser) and 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"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, consultants or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein.

Confidential Information shall not include information that (a) was known to Recipient prior to disclosure by Discloser without restriction on use, (b) is or becomes generally available to the public through no fault of Recipient, (c) is lawfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's Confidential Information. The obligations in this section shall survive termination of this Agreement for years.

Representations, Warranties & Indemnity

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by Client's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and aggregate direct liability of each party shall be limited to the total fees paid or payable under this Agreement in the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If resolution cannot be achieved within a reasonable time, either party may seek remedies in the appropriate court of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including any schedules, exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be 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, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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