Business Document SCA

BUSINESS DOCUMENT SCA

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

RECITALS

WHEREAS, Client requires certain professional services and consulting related to the business activities described in the Scope of Work below; and

WHEREAS, Service Provider possesses the experience, qualifications, and personnel necessary to perform such services and is willing to provide those services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria shall be set forth in the Scope of Work and amended in writing by the parties when necessary.

PAYMENT TERMS

Fees: Client shall pay Service Provider a total fee of (USD) for the services described in the Scope of Work, unless otherwise agreed in writing.

Payment Terms: Invoices are due within days of receipt. Payments shall be made in United States Dollars by the payment method indicated below. All amounts are exclusive of applicable taxes, which Client shall be responsible for paying.

Late Payment: Any undisputed past-due amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs.

Wire transfer    Check    Card / ACH

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination for cause by Client, Service Provider shall deliver all completed work and Client shall pay for work performed up to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, 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, including business plans, technical data, trade secrets, and customer information.

Obligations: Receiving party shall (a) maintain Confidential Information in strict confidence using no 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 to perform the Agreement or as authorized in writing.

Exclusions: Confidential Information does not include information that is: (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of disclosed Confidential Information, or (iv) required to be disclosed by law, provided that the receiving party provides prompt notice to the disclosing party and cooperates in any lawful efforts to limit disclosure.

Duration: The obligations of confidentiality shall survive termination of this Agreement for years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located therein for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or SOWs executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.

Indemnification: Each party shall indemnify, defend, and hold harmless the other from and against any third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable law.

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

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