Service Standard Agreement

SERVICE STANDARD AGREEMENT

This Service Standard Agreement (the Agreement) is entered into effective as of by and between Client Name: with principal address (Client), and Service Provider Name: with principal address (Provider).

WHEREAS

1. Whereas Client desires to obtain certain professional services from Provider described herein and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement.

2. Whereas Provider agrees to perform the services for Client subject to the terms, conditions and standards set forth in this Agreement to ensure consistent quality, timeliness, and compliance with applicable laws and industry standards.

3. Whereas the parties wish to set forth the scope, payment terms, confidentiality obligations, and other provisions governing their relationship.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with prevailing industry standards. Provider shall supply personnel, equipment and materials necessary to perform the services unless otherwise specified in writing.

PAYMENT TERMS

Invoices are due in accordance with the Payment Schedule. Payments not received within thirty (30) days of invoice date shall incur the Late Payment Fee set forth above. Client is responsible for all approved expenses and reasonable collection costs, including attorneys' fees, for unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon delivering the notice period specified above. Either party may terminate immediately upon written notice for material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other 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"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received rightfully from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement.

INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture, partnership or agency between the parties. Provider shall maintain appropriate insurance coverage and shall be responsible for all taxes, withholdings and other statutory obligations applicable to its performance.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any special, incidental, consequential or punitive damages. The aggregate liability of Provider for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, three (3) days after deposit with the U.S. Postal Service by certified mail, or one (1) day after delivery to a nationally recognized overnight courier.

Sign Now