eServices Business Agreement

eServices Business Agreement

This eServices Business Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: and is effective as of , .

WHEREAS

WHEREAS, Client requires certain electronic services, technical support, development, hosting or related professional services in connection with Client's business operations; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel and resources to perform such eServices and related deliverables in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

If any undisputed invoiced amount is not paid within days after the invoice due date, Client shall pay interest at the rate of or the maximum lawful rate, whichever is lower, together with all costs of collection.

TERM AND TERMINATION

This Agreement commences on the Start Date: and expires on the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information does not include information that (i) is or becomes public through no breach by the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is received lawfully from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement. Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and any tools, methodologies or materials developed independently of this Agreement. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any third-party components remain subject to their respective licenses and Service Provider will notify Client of such components and any associated licensing costs.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, breach of confidentiality, or payment obligations, the total liability of either party under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Notice: All notices required or permitted hereunder shall be in writing and delivered to the addresses provided below or as otherwise designated in writing by the parties.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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