Commercial Services Contract Template

Commercial Services Contract Template

This Commercial Services Contract (the "Agreement") is entered into as of , by and between Client Name: , an entity organized as Corporation LLC Sole Proprietor and Service Provider Name: , an entity organized as Corporation LLC Sole Proprietor (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Client requires certain commercial services consisting of consulting, implementation, maintenance, or other professional services detailed below; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner and desires to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the terms, conditions, and obligations applicable to the performance of the services.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. Definitions

1.1 "Services" means the professional services to be performed by Service Provider as described in Section 2 and in any Statement of Work executed pursuant to this Agreement. 1.2 "Statement of Work" or "SOW" means a written description of Services, deliverables, schedule and fees executed by authorized representatives of the Parties and incorporated into this Agreement.

2. Scope of Services

Service Provider shall perform the Services in accordance with the schedule set forth in the applicable SOW and in a commercially reasonable manner consistent with industry standards. Any change to the Services shall be governed by a written change order signed by both Parties.

3. Term and Termination

3.1 Term. The term of this Agreement begins on , and continues until , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. Compensation and Payment

Client shall pay undisputed invoices within the payment period specified above. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider shall invoice for fees and reimbursable expenses in accordance with the invoicing procedure set forth in the SOW.

5. Expenses

Provider shall be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in connection with performing the Services upon presentation of documentation. Reimbursable expenses shall be billed at cost and are subject to Client approval where specified in the SOW.

6. Confidentiality

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, or that is rightfully received from a third party without breach of an obligation of confidentiality.

7. Intellectual Property

Unless otherwise expressly provided in a SOW, Provider hereby assigns to Client all right, title and interest in and to Deliverables conceived, reduced to practice or delivered by Provider in the performance of the Services that are specifically identified as work-for-hire. Provider retains ownership of its pre-existing tools, software, methodologies and know-how, and grants Client a nonexclusive, royalty-free license to use such pre-existing materials solely as incorporated in the Deliverables.

8. Warranties; Disclaimer

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Except for the express warranties set forth in this Agreement, Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

9. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The indemnified Party shall provide prompt written notice of any claim and cooperate in the defense and settlement of the claim.

10. Insurance

Provider shall maintain insurance coverage customary for the Services to be performed, including commercial general liability and professional liability/errors and omissions insurance with limits sufficient to cover Provider's obligations under this Agreement. Provider shall provide certificates of insurance upon Client's written request.

11. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of indemnification obligations, neither Party shall be liable for indirect, incidental, consequential, punitive or special damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the amount paid or payable to Provider under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim.

12. Compliance with Laws

Each Party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including obtaining and maintaining any necessary permits and licenses.

13. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or personal delivery, and shall be effective upon receipt.

14. Dispute Resolution

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration before a neutral arbitrator under the applicable arbitration rules chosen by the Parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both Parties. Waiver of any provision or breach shall not constitute a waiver of any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the greatest extent permitted by law.

17. Entire Agreement

This Agreement, together with any SOWs, exhibits and attachments expressly 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 oral or written.

18. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Each Party shall execute and deliver such further instruments and take such further actions as may reasonably be necessary to carry out the purposes and intent of this Agreement.

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