Business FSC Document

Business FSC Document

Parties

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform services related to FSC business operations and compliance in accordance with the terms and conditions set forth herein; and

WHEREAS, Service Provider Name: represents that it has the necessary expertise, personnel, and resources to perform such services; and

WHEREAS, the parties desire to set forth the terms governing the provision and payment for such services, effective as of Effective Date:

Scope of Work

The Service Provider shall perform the services described below and deliver associated deliverables in accordance with the schedule and standards set forth in this Agreement. All work shall be performed in a professional and workmanlike manner consistent with prevailing industry standards for similar services.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are in United States dollars unless otherwise agreed in writing.

Late payments shall incur interest at the rate of per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Service Provider may suspend performance for invoices unpaid more than days after notice.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this section, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses reasonably incurred through the effective date of termination. Service Provider shall deliver to Client any completed deliverables and reasonable documentation necessary for Client to take possession of work product.

Confidentiality

Each party (the "Receiving Party") will hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that by its nature should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the Receiving Party without restriction, (b) becomes publicly available other than by a breach of this Agreement, (c) is lawfully received from a third party without restriction, or (d) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) limit disclosure to employees or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein, and (iii) exercise reasonable care to prevent unauthorized disclosure. The obligations in this section shall survive termination for a period of years, except that trade secrets shall remain protected for so long as they retain trade secret status.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, services are provided "AS IS" and Service Provider disclaims all other warranties, express or implied.

Neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising out of or related to this Agreement, whether in contract, tort, or otherwise. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial courier, or by email where receipt is acknowledged in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed by the parties.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business to which this Agreement relates. Headings are for convenience only and do not affect interpretation.

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