Business PFS Template

BUSINESS PFS TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Business desires to obtain professional services from Service Provider and to receive, as appropriate, an assessment of Business's financial condition for the purposes of financing, planning, and internal reporting; and

WHEREAS, Service Provider represents that it possesses the experience, qualifications, and capacity to perform the services described in this Agreement and to prepare a business personal financial statement and related schedules (collectively, the Deliverables); and

WHEREAS, the parties desire to set forth the terms governing the scope, compensation, confidentiality, and other material terms for the relationship between the parties.

SCOPE OF WORK

Service Provider shall prepare and deliver a comprehensive Business Personal Financial Statement and supporting schedules, including but not limited to balance sheet, profit and loss summary, cash-flow analysis, contingent liabilities, and a summary of material related-party transactions. The specific tasks, assumptions, and deliverables are described below and shall form part of this Agreement.

PAYMENT TERMS

The parties agree that Service Provider shall be compensated for the Deliverables as set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices not paid within the stated period shall accrue a late fee of on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure the breach within 15 days following receipt of such notice.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by either party in connection with the Services, whether oral, written, electronic, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restrictions on use or disclosure; or (iii) is independently developed without use of the other's Confidential Information.

Each party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) limit disclosure to its employees, agents, or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use 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 reasonable care. Remedies for breach include injunctive relief and recovery of actual damages; the parties acknowledge that monetary damages may be insufficient.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that the execution and performance of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Service Provider further represents that the Deliverables will be prepared with reasonable care and in accordance with professional standards applicable to similar work.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any incidental, consequential, or punitive damages arising out of or related to this Agreement. The aggregate liability of Service Provider for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to attempt in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

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