Arizona Business Services Agreement

ARIZONA BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . The parties hereby agree as follows.

RECITALS

WHEREAS, Client requires certain business services related to operations, consulting, and project-specific deliverables as more fully described below; and

WHEREAS, Service Provider represents that it possesses the professional skills, experience, and personnel necessary to perform such services and is willing to provide the services to Client subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the services, compensation, confidentiality, and other material obligations between them.

PARTY INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described in sufficient detail below. Service Provider shall provide personnel, supervision, equipment, and materials necessary to perform the services in a professional and timely manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Arizona law. Client shall also reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in the performance of services if pre-approved in writing.

TERM AND TERMINATION

Term: This Agreement will commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, 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.

Obligations: Each receiving party shall (i) hold Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (a) becomes generally available to the public other than through a breach of this Agreement, (b) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party that is not bound by a confidentiality obligation, or (c) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Return or Destruction: Upon written request or termination of this Agreement, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law or reasonable record retention policies; any retained materials shall remain subject to confidentiality obligations.

ADDITIONAL TERMS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, partnership, or agency relationship between the parties.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims to the extent caused by its negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or related to this Agreement, and each party's aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Arizona in accordance with the rules of the chosen arbitration forum, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, representations, and understandings. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses provided above or to such other address as a party may designate by written notice to the other.

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