Business Document Template van Eeden

BUSINESS DOCUMENT TEMPLATE VAN EEDEN

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with Address: , and Contractor Name: with Address: .

Recitals

WHEREAS, Client desires to obtain certain services in the nature of business consulting, project management, and related professional services; and

WHEREAS, Contractor represents that Contractor possesses the necessary experience, skill and qualifications to perform the services described in this Agreement and is willing to provide those services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows:

Scope of Work

Contractor shall provide the services, deliverables, and performance obligations described below. Contractor shall perform the Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: Client shall pay Contractor the total amount of $ for the services rendered under this Agreement, subject to the payment schedule below.

Invoicing: Contractor shall submit itemized invoices to Client at the address for notices set forth below. Client shall pay properly submitted invoices within days of receipt, unless a written dispute is submitted in good faith.

Late Payment: Any undisputed amount not paid when due shall accrue interest at % per month, or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

Expenses and Taxes: Client shall reimburse Contractor for pre‑approved, reasonable out‑of‑pocket expenses incurred in connection with performance of the Work. Each party is responsible for its own taxes arising from the transactions contemplated by this Agreement.

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 without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach.

Confidentiality

Definition and Protection: Each party acknowledges that during the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non‑public information disclosed in any 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. Each receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as required to perform the Work or as required by law.

Exceptions and Duration: Confidential Information does not include information that is or becomes public without breach by the receiving party, is lawfully received from a third party without restriction, or is independently developed. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third‑party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Governing Law; Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Assignment and Subcontracting: Neither party may assign this Agreement or subcontract its obligations without the prior written consent of the other party, except that Contractor may subcontract to third parties for limited portions of the Work provided Contractor remains responsible for performance.

Amendment; Waiver: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Severability: If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

Entire Agreement

This Agreement, together with any exhibits and written attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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