Business Document Perez

BUSINESS DOCUMENT PEREZ

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

RECITALS

WHEREAS, Client Name is engaged in the business of procuring professional services and desires to retain Service Provider Name to perform certain services as described herein; and

WHEREAS, Service Provider Name represents that it possesses the experience, qualifications, and capacity to provide such services in a competent and professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider Name will provide services to Client Name.

SCOPE OF WORK

Service Provider shall perform the services described below in a timely and professional manner in accordance with accepted industry standards:

PAYMENT TERMS

Client shall compensate Service Provider as set forth below. Fees are non-refundable except as expressly provided in this Agreement.

All payments are due in accordance with the Payment Schedule. Client shall reimburse Service Provider for reasonable and documented out-of-pocket expenses incurred in the performance of the Scope of Work provided such expenses are pre-approved in writing by Client.

TERM AND TERMINATION

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 written notice delivered at least Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice of the breach.

CONFIDENTIALITY

During the term of this Agreement and thereafter, each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, product and marketing information disclosed by a party and identified as confidential or which reasonably should be understood to be confidential.

The receiving party may use Confidential Information solely for the performance of its obligations under this Agreement and shall take reasonably necessary steps to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known without breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is independently developed by the receiving party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, royalty-free license to use deliverables furnished under this Agreement for Client's internal business purposes. Service Provider retains all other rights, title, and interest in and to its pre-existing materials and methodologies.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense of such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be sent to the addresses provided below and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship.

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