Business Yukon Template

Business Yukon Template

This Business Services Agreement ("Agreement") is entered into as of Day: Month: Year: by and between:

Corporation Partnership Sole Proprietorship Other

Corporation Partnership Sole Proprietorship Other

RECITALS

WHEREAS, Company A is engaged in the business of providing professional services and desires to retain Company B to provide certain services in accordance with the terms set out in this Agreement; and

WHEREAS, Company B represents that it has the qualifications, experience and ability to perform the services described in this Agreement and is willing to provide such services to Company A on the terms and conditions set forth herein; and

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

SCOPE OF WORK

Company B will provide the services described below. The services shall be performed in a professional manner consistent with industry standards and applicable law.

PAYMENT TERMS

As consideration for the services performed, Company A shall pay Company B in accordance with the following terms.

Invoices shall be issued by Company B and are due and payable by Company A within days of invoice receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law, if less), calculated monthly on the outstanding balance. Company B may suspend performance if amounts due remain unpaid after thirty (30) days following written notice of nonpayment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential all non-public information disclosed by the other party (the "Disclosing 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"). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents or contractors having a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all written Confidential Information and provide written certification of such return or destruction upon request.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party 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 gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for any consequential, incidental, special, or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid or payable by Company A to Company B under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

MISCELLANEOUS

Relationship of the Parties: Company B is an independent contractor for all purposes under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the parties.

Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a sale of all or substantially all of its assets or equity.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Territory of Yukon without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve a dispute by negotiation within thirty (30) days, either party may initiate legal proceedings in the courts located in the Territory of Yukon.

ENTIRE AGREEMENT

This Agreement and any schedules or exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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