Business Document Omer

Business Document Omer

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

WHEREAS

WHEREAS, Client requires certain business services related to operations, consulting, and/or project execution, and Provider has represented that Provider has the qualifications, experience, and ability to perform such services in a professional manner; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider desires to accept such engagement on the terms and conditions set forth herein; and

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

Scope of Work

Provider shall perform the services in accordance with industry standards and the timelines set forth in the Description of Services. Provider will provide qualified personnel, maintain necessary insurance, comply with applicable laws, and use commercially reasonable efforts to meet the agreed milestones.

Payment Terms

Payments shall be made in U.S. dollars unless otherwise agreed. All fees are due in accordance with the Payment Schedule. If Client fails to pay any amount when due, Provider may suspend services after providing written notice and the Client shall be responsible for all collection costs, including attorney fees, arising from non-payment.

Term and Termination

This Agreement shall commence on and continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party the required written notice set forth above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach or immediately for insolvency or bankruptcy of the other party. Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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 (a) is or becomes generally known to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to third parties except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of .

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for purposes of any legal action arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest. Titles and headings are for convenience only and do not affect interpretation.

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