Business Document BentTree

BUSINESS DOCUMENT BENTTREE

Parties

This Agreement is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business, consulting, and operational services related to the establishment, maintenance, or enhancement of Client's commercial enterprise; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described in detail below (the "Services"). Service Provider shall deliver all work products, materials, and documentation necessary for Client to utilize the Services as intended. The Services shall include, at minimum, the tasks, milestones, deliverables, and acceptance criteria set forth in this Section and as may be further specified by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees specified below in consideration for the performance of the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on any outstanding balance, and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

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 providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, trade secrets, customer lists, product designs, and pricing.

Each party shall (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors, or agents who need to know the information and who are bound by confidentiality obligations no less protective than those herein; and (iii) use Confidential Information only for the purposes of performing obligations under this Agreement.

The obligations under this Section shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

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. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such damages. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the competent courts in such jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement and Amendments

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, proposals, understandings, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

Sign Now