Business Window Template

Business Window Template

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

RECITALS

WHEREAS, Client operates a business and requires certain services described herein and wishes to engage the Service Provider to perform such services on the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel, equipment and experience to perform the services and is willing to provide such services to Client in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the work, deliverables and related tasks described below. The description below is intended to define the primary obligations and may be supplemented by written change orders signed by both parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider in accordance with the following payment terms. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Any amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue sums.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Upon termination, Service Provider shall deliver to Client all completed deliverables and any work in progress, and Client shall pay Service Provider for all Services rendered and reimbursable expenses incurred through the effective date of termination, subject to any applicable setoffs for breach or nonconformity.

CONFIDENTIALITY

"Confidential Information" means any non-public information, whether oral, written or electronic, disclosed by one party (the "Disclosing Party") to the other party (the "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.

Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Receiving Party shall not disclose or use Confidential Information except as expressly permitted by this Agreement. Remedies at law for breach of this confidentiality provision may be inadequate; therefore, Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or equity.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider shall perform services as an independent contractor and not as an employee or agent of Client. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation.

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