Business Document Complete

BUSINESS DOCUMENT COMPLETE

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages in the business of providing products or services to its customers and desires to obtain certain services from Service Provider in connection with Client's business operations; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform services for Client.

SCOPE OF WORK

Deliverables, milestones, acceptance criteria, and any performance standards shall be detailed in the Description of Services above. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee in the total amount of $ (the "Fee") for the services described herein.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within the period specified in the Payment Schedule following receipt of a properly rendered invoice.

Any overdue amount shall accrue interest at the rate set forth above or, if no rate is specified, at a rate of 1.5% per month or the maximum permitted by law, whichever is less. Payment obligations shall survive termination of this Agreement for amounts incurred prior to termination.

TERM AND TERMINATION

Term: 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 the notice period set forth above. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use the Confidential Information solely to perform its obligations under this Agreement, 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 at least as protective as those herein. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and provide written certification of such destruction upon request. The confidentiality obligations herein shall survive for a period of three (3) years following termination, except that trade secrets shall be protected for as long as such information remains a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the chosen jurisdiction unless the parties mutually agree in writing to litigate.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations.

Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

NOTICES

ENTITY TYPES

Client Entity Type: Individual Corporation LLC Other

Service Provider Entity Type: Individual Corporation LLC Other

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