Business Fillable Document

BUSINESS SERVICES AGREEMENT

This Business Services Agreement (“Agreement”) is entered into as of by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform business services as described in this Agreement, and Service Provider represents that it has the skill, experience, and qualifications to perform such services;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform services for Client and under which Client will compensate Service Provider;

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

1. SCOPE OF WORK

2. PAYMENT TERMS

2.1 Compensation: Client shall pay Service Provider the total amount of for the Services described in Section 1 unless otherwise agreed in writing.

2.3 Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late payments beyond days are subject to suspension of Services.

2.4 Taxes: Unless otherwise stated, fees are exclusive of taxes. Responsibility for sales, use, value-added, or similar taxes shall be borne by as required by law.

3. TERM AND TERMINATION

3.1 Term: This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section 3.

3.2 Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Such notice must state the effective date of termination.

3.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.4 Effect of Termination: Upon termination, Client shall pay Provider for Services performed and reasonable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability, and governing law shall survive termination.

4. CONFIDENTIALITY

4.1 Definition: “Confidential Information” means non-public business, technical, financial, or other proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, and that is designated as confidential or that reasonably should be understood to be confidential.

4.2 Non-Disclosure: Each party agrees to hold Confidential Information in strict confidence, to use it only to perform its obligations under this Agreement, and not to disclose it to any third party except as permitted herein. Each party shall take reasonable measures to protect the confidentiality of the other party’s Confidential Information.

4.3 Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no fault of the recipient; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

4.4 Duration: The obligations in this Section 4 shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain confidential for as long as they qualify as trade secrets.

5. REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

5.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

5.2 Disclaimer and Limitation: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. INDEMNIFICATION

6.1 Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party’s breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall provide prompt written notice of a claim and cooperate reasonably in the defense.

7. GOVERNING LAW; DISPUTE RESOLUTION

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

7.2 Resolution: The parties shall attempt in good faith to resolve disputes amicably. If a dispute cannot be resolved within 30 days, the parties may pursue any remedy available at law or in equity in the appropriate court of competent jurisdiction under the governing law selected above.

8. MISCELLANEOUS

8.1 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

8.2 Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

8.3 Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party may designate by written notice. Notice is effective on delivery when delivered in person, by certified mail, or by nationally recognized overnight courier.

8.4 Entire Agreement: This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

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