Business Markup Document

BUSINESS MARKUP DOCUMENT

Parties

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client is engaged in the business described by Client Name and requires certain services, materials, or third-party goods to be procured and delivered pursuant to the terms of this Business Markup Document;

WHEREAS, Service Provider has expertise in procuring, coordinating, and managing third-party services and supplies and agrees to perform such work and to apply a contractual markup to third-party costs as set forth herein;

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

Scope of Work

The Service Provider will perform the services and procure third-party goods as described above and shall be responsible for coordinating vendors, securing delivery, and ensuring materials meet specified standards. Any deviation from the Scope of Work shall require a signed change order executed by authorized representatives of both parties.

Pricing, Markup and Payment Terms

Estimated Project Cost (excluding markup): $

Contractor Markup on Third-Party Costs: % (applied to vendor invoices and pass-through expenses)

Deposit Amount: $ due upon execution.

Balance Due: invoiced per the Payment Schedule above and payable within days of invoice receipt.

Late Payment: any unpaid amount shall accrue interest at % per month, or the maximum permitted by law, plus reasonable collection costs.

Change Orders and Adjustments

All changes to the Scope of Work that affect price or schedule must be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the revised scope, schedule, and any additional compensation; adjustments shall be calculated by applying the agreed markup to any added third-party costs unless otherwise negotiated in the change order.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' written notice. Termination for cause may be immediate upon written notice if the defaulting party fails to cure a material breach within 10 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all work performed and third-party costs incurred through the effective date of termination, including markup as provided herein.

Confidentiality

Each party agrees that Confidential Information disclosed by the other party shall be used only for the purposes of performing this Agreement and shall not be disclosed to third parties without prior written consent, except as required by law. Confidential Information does not include information that is (i) publicly known at the time of disclosure; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of Confidential Information.

The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Taxes, Invoices and Records

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, invoiced amounts do not include taxes; Client shall be responsible for sales, use, or other taxes imposed on the transaction, except for taxes based on Service Provider's net income. Service Provider shall maintain records substantiating third-party costs and markups and shall provide copies upon Client request for verification.

Indemnification and Liability

Each party shall indemnify and hold harmless the other from claims arising from its own negligence, willful misconduct, or breach of this Agreement. Service Provider's liability for any claim arising from this Agreement shall be limited to direct damages not to exceed the total amounts paid by Client to Service Provider under this Agreement, except for liability resulting from gross negligence or willful misconduct.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all executed change orders and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Execution

The persons signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that the parties shall be bound by its terms upon signature.

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