Mor Binyamin Business Services Agreement

Mor Binyamin Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: Mor Binyamin Business Services, with principal place of business at , and Client Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, administrative support and operational management, and has the experience and capability to perform the services described herein;

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

WHEREAS, the Parties intend to establish the scope, compensation, confidentiality and other obligations that shall govern their relationship during the Term described below.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As full compensation for the Services rendered under this Agreement, Client shall pay Service Provider the fees described below in accordance with the schedule and conditions set forth herein.

Service Provider shall submit invoices in writing. Client shall pay undisputed invoices within days of receipt. If any amount payable hereunder is not received by Service Provider when due, Client shall pay a late fee of on the overdue amount, or the maximum allowed by law, whichever is less.

Term and Termination

The term of this Agreement ("Term") shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party given at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within 15 days after receipt of written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether written, oral, electronic or other form, that is designated as confidential or which reasonably should be understood to be confidential. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information to any third party except as necessary to perform the Services, or as required by law, provided that the receiving Party provides prompt written notice of any compelled disclosure and cooperates with the disclosing Party to seek an appropriate protective order.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered to Client for Client's internal business purposes. Ownership of pre-existing materials and any underlying tools, templates, methodologies, or intellectual property developed by Service Provider prior to or outside of this Agreement remains with Service Provider.

Representations and Warranties; Limitation of Liability

Each Party represents that it has the full right, power and authority to enter into this Agreement. SERVICE PROVIDER WARRANTS THAT IT WILL PERFORM SERVICES IN A PROFESSIONAL MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict 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 this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments executed by the Parties, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

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 merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Contact Information

Sign Now