Business Document Teresita Orcega

Business Document Teresita Orcega

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

WHEREAS

WHEREAS, Client engages Provider to perform business advisory, consulting, and related services as further described in this Agreement, and Provider accepts such engagement under the terms set forth herein.

WHEREAS, Provider represents that it possesses the requisite experience, professional capability, and personnel to perform the services and will perform such services in a competent and workmanlike manner in accordance with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Late payments: unpaid amounts not paid within days of the invoice due date shall incur interest at a rate of % per month, compounded monthly, or a flat late fee of , whichever is greater. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in the collection of overdue payments.

Term and Termination

Term: This Agreement commences on and continues until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after written notice of breach. Termination shall not affect payment obligations accrued prior to termination. Sections concerning confidentiality, indemnity, and governing law shall survive termination.

If checked, the Agreement will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, 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, financial data, customer lists, trade secrets, and technical information. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

Obligations: Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Duration: The confidentiality obligations set forth herein shall continue for following termination or expiration of this Agreement. Notwithstanding the foregoing, trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Notices

Governing Law

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

Indemnification and Limitation of Liability

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence or willful misconduct or breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period immediately preceding the claim.

Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver.

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