Business Maidens Agreement

BUSINESS MAIDENS AGREEMENT

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider Name represents that it provides consulting, marketing, and business development services tailored to small and medium enterprises and agrees to provide such services to Client Name under the terms set forth herein;

WHEREAS, Client Name desires to engage Service Provider Name to perform the services described below and Service Provider Name is willing to perform such services for the compensation and upon the terms specified in this Agreement;

WHEREAS, the parties intend that their respective rights and obligations arising from the engagement be governed by the terms of this Agreement.

Scope of Work

The Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards and shall deliver the Deliverables in accordance with any mutually agreed schedule set out in the Services and Deliverables section.

Payment Terms

Invoices issued by Service Provider shall be due and payable within days of the invoice date unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of % per month or the maximum rate permitted by law, whichever is lower. The Client shall also reimburse reasonable collection costs and attorneys' fees incurred by the Service Provider in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon prior written notice to the other party given at least days in advance. Either party may terminate immediately for material breach by the other party that remains uncured for a period of fifteen (15) days after written notice of such breach.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential and proprietary information of the other party ("Confidential Information"). Each receiving party shall (a) maintain the confidentiality of such Confidential Information 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 its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement. Confidential Information shall not include information that is publicly known through no breach of this Agreement, rightfully received from a third party without restriction, independently developed without use of Confidential Information, or required to be disclosed by law with prior notice to the disclosing party where legally permitted.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies. Upon full payment of fees due for a specific Deliverable, Service Provider assigns to Client a perpetual, non-exclusive license to use that Deliverable for Client's internal business purposes. Service Provider may retain copies of Deliverables for archival purposes.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the Governing Jurisdiction for the resolution of disputes.

Entire Agreement; Amendment

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

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization. If any provision is held unenforceable, the remaining provisions remain in full force.

Sign Now