Business Assist Template

Business Assist Agreement

This Business Assist Agreement (the Agreement) is entered into on this by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

Recitals

WHEREAS, Client requires assistance with certain business activities and operational tasks as described in this Agreement; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources to provide such business assistance and is willing to provide those services to Client subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality, and other matters in this Agreement.

Scope of Work

Payment Terms

Any undisputed amount not paid within days after the due date will accrue interest at a rate of percent per month, or the maximum rate permitted by law, whichever is lower. Client will also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of a material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receiving written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work, and Client shall pay for all services performed and approved expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, trade secrets, customer lists, and technical information.

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 employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential obligations shall survive for years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Nothing in this Agreement prohibits disclosure as required by law, provided that receiving party gives prompt prior notice to disclosing party and aids in seeking protective measures.

Representations; Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall indemnify and hold harmless Client from and against claims, liabilities, damages, and expenses arising from Service Provider's gross negligence or willful misconduct in performing services. Client shall indemnify Service Provider for claims arising from Client's breach of this Agreement or Client-provided materials.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter, and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized courier service, and shall be effective upon receipt.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or to a successor by merger or acquisition. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

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