Business Document Emerson

Business Document Emerson

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , located at

and Service Provider Name: , located at

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described below, and Service Provider has the expertise and capacity to perform such services on the terms set forth herein;

WHEREAS, the parties intend that the services will be provided as an independent contractor relationship and not as an employment relationship; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, and protection of confidential information.

Scope of Work

Service Provider shall perform the services and deliverables described below in accordance with the standards of care and skill reasonably expected of similarly situated professionals.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise specified.

Late Payment: Amounts not paid when due shall incur a late fee of on the outstanding balance, in addition to any collection costs and other remedies permitted by law.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all completed deliverables and such work-in-progress as Client may reasonably request.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably ought to be treated as confidential.

Obligation: The Receiving Party shall (a) protect Confidential Information with at least the same degree of care as it protects its own similar confidential information but not less than a reasonable degree of care, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as required by law or to its employees and contractors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (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.

Representations; Indemnification; Limitation of Liability

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability for a party's breach of its confidentiality obligations, gross negligence, willful misconduct, or obligations to indemnify, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 law principles.

Dispute Resolution: The parties shall seek in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any remedies available under applicable law.

Entire Agreement; Amendments

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

Amendments: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates a joint venture, partnership, or employment relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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