Business Document Meridian Star

Business Document Meridian Star

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client is engaged in the business identified as Business Description: and desires to retain Contractor to perform certain services; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform the services in a professional manner consistent with applicable industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will perform services for Client.

SCOPE OF WORK

Contractor shall perform the services described below and such related tasks as reasonably required to accomplish the described work. The specific deliverables, acceptance criteria, and timeline shall be as set forth in the Scope of Work.

PAYMENT TERMS

As full consideration for the services performed by Contractor, Client shall pay Contractor the fees and expenses set forth below in accordance with the schedule and invoicing procedures provided herein.

Invoices will be submitted by Contractor to Invoice Address: and are payable within Payment Terms (days): calendar days of receipt, unless otherwise agreed in writing.

Late payments shall incur a late fee equal to Late Fee (percent per month): % per month on the outstanding balance, or the maximum allowed by law, whichever is less. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

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.

Either Party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other Party. Either Party may terminate for material breach by the other Party if such breach is not cured within Cure Period (days): days after written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and reasonable documentation. Client shall pay Contractor for services performed and expenses incurred through the effective date of termination in accordance with this Agreement.

CONFIDENTIALITY

Confidential Information means all non-public information disclosed by a Party or its representatives to the other Party, whether oral, written, electronic or other form, 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. Confidential Information does not include information that is (a) known to the receiving Party prior to disclosure without obligation of confidentiality; (b) becomes publicly available through no breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing Party's Confidential Information.

Each Party agrees to (i) hold the other Party's Confidential Information in strict confidence; (ii) use Confidential Information solely for the performance or enforcement of this Agreement; and (iii) restrict access to Confidential Information to those employees or consultants with a need to know and who are bound by confidentiality obligations consistent with this Agreement. The receiving Party shall take reasonable measures to protect Confidential Information, but in no event less than reasonable care.

Notwithstanding the foregoing, a receiving Party may disclose Confidential Information to the extent compelled by law or court order, provided that the receiving Party gives prompt written notice to the disclosing Party (to the extent legally permitted) and cooperates with any reasonable efforts by the disclosing Party to limit or contest the disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any modification or amendment to this Agreement must be in a writing signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Independent Contractor. Contractor is an independent contractor and nothing in this Agreement creates an employer-employee, agency, joint venture, or partnership relationship between the Parties. Contractor shall be solely responsible for all taxes and withholdings related to payments made under this Agreement.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

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