Business Bencis Document

BUSINESS BENCIS DOCUMENT

Parties and Effective Date

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name: desires certain business consulting, advisory, and/or operational services as described in this agreement; and

WHEREAS, Provider Name: represents that it has the expertise and capacity to provide such services under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Deliverables and milestones, including acceptance criteria, timelines, and any subconsultant responsibilities, shall be described in the Scope of Work and any attached statements of work incorporated by reference. Any change to the Scope of Work shall require written amendment signed by authorized representatives of both parties.

Payment Terms

Late Payment: Amounts not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. The prevailing party in any collection action shall be entitled to recover reasonable attorneys' fees and costs.

Term and Termination

Term Commencement Date:

Term End Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination, subject to any setoffs permitted by this Agreement.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") and shall use Confidential Information solely for the purposes of performing obligations under this Agreement. "Confidential Information" includes nonpublic business information, financial data, trade secrets, and any material marked confidential or that, by its nature, should reasonably be considered confidential.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully obtained from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or regulation, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek protective relief.

Duration: Confidentiality obligations shall continue for years from the termination or expiration of this Agreement, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title, and interest in and to any deliverables and work product specifically prepared for Client under this Agreement, subject to Provider's retained rights in Provider's pre-existing tools, methodologies, and know-how. Provider shall obtain written assignments from subcontractors to effectuate Client's rights in deliverables where required.

Liability and Indemnification

Each party's liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total compensation paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special, punitive, or exemplary damages. Provider agrees to indemnify and hold harmless Client from third-party claims arising from Provider's gross negligence or willful misconduct.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation; absent resolution within 30 days, disputes shall be submitted to binding arbitration before a single arbitrator in the county of the Client's principal place of business, and judgment on the award may be entered in any court of competent jurisdiction.

Notices

Entire Agreement

This Agreement, together with any attached exhibits and statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be binding unless reduced to writing and signed by authorized representatives of both parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and transmitted PDF copies bearing signatures shall have the same force and effect as original signatures.

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