Business Faceworks Template

BUSINESS FACEWORKS TEMPLATE

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

Parties and Contact Information

Client Contact:   Phone/Email:

Provider Contact:   Phone/Email:

WHEREAS

WHEREAS, Client desires to obtain professional services relating to facial branding, visual presentation, and related business appearance consulting (the Services); and

WHEREAS, Service Provider represents that it possesses the skills, experience, and personnel necessary to perform the Services and is willing to perform such Services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Deliverables Schedule (milestones and approximate completion dates):

Payment Terms

Total Fee: $   Currency:

Invoices due within days of invoice date. Late payments shall incur a late fee of per month, compounded monthly, or a minimum late fee of $ , whichever is greater.

All payments shall be made to Service Provider at the address or account specified in writing. Expenses pre-approved in writing by Client shall be reimbursed within days of submission of receipts.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date. Termination for cause may be immediate upon written notice where the non‑breaching party provides a detailed description of the breach and the breaching party fails to cure within ten (10) days of receipt of such notice.

Upon termination, Service Provider shall deliver to Client all completed work and all work in progress for which Client will pay all unpaid amounts accrued through the date of termination. Termination shall not relieve either party from obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including but not limited to business plans, client lists, pricing, trade secrets, marketing materials, and technical data. Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. If disclosure is required by binding law or court order, the receiving party shall, to the extent permitted, provide prompt written notice to the disclosing party and cooperate to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to work product created specifically for Client under this Agreement, subject to receipt of full payment. Service Provider retains ownership of its general skills, ideas, concepts, templates, and know-how developed prior to or outside the scope of this Agreement. Any license granted is limited, non-exclusive, and revocable for breach.

Representations; Insurance; Indemnity

Each party represents that it has the corporate power and authority to enter into this Agreement and perform its obligations. Service Provider shall maintain commercially reasonable insurance coverage and shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligent acts or willful misconduct, subject to applicable limits and exclusions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

Entire Agreement; Amendments

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

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that or any other right.

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