Business CA Plaza Document

Business CA Plaza Document

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business advisory and operational services and possesses the experience, personnel, and resources necessary to provide such services to Client; and

WHEREAS, Client desires to engage Service Provider to perform specific services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client pursuant to the terms herein.

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

Scope of Work

Service Provider shall provide the services described below and any additional services as may be agreed in writing by the parties. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider in accordance with the terms below.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services, provided that Service Provider provides supporting documentation upon request.

Term and Termination

This Agreement shall 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 written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non‑public information disclosed by either party to the other party in connection with this Agreement, whether disclosed orally, in writing, or electronically. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of a duty to the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information only for the purposes of performing under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they retain trade secret status under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in California for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses listed above or to such other address as a party may specify in writing in accordance with this section.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement has been duly authorized by all necessary corporate or organizational action.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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