Melissa Business Services Agreement

Melissa Business Services Agreement

This Business Services Agreement (the Agreement) is entered into between Service Provider: and Client Name: on this day of of , .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, administration, and project execution; and

WHEREAS, Client desires to retain Service Provider to perform certain services as described herein and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their entire understanding with respect to the subject matter hereof.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total fee of $ for the services described above (the Fee).

Late payments shall accrue interest at per month (or the maximum permitted by law), calculated from the date payment was due until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of ten (10) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its 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 in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its representatives on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information when required by law, provided it gives Disclosing Party prompt written notice to allow Disclosing Party to seek a protective order or other appropriate remedy.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance and benefits relating to performance of the services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

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 INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located within that State, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses specified above by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given on the date of delivery.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

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