Business Prefect Template

BUSINESS PREFECT AGREEMENT

This Business Prefect Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business advisory, management, and process improvement services described herein; and

WHEREAS, Provider possesses the necessary expertise, personnel, and resources to provide such services and is willing to provide those services to Client under the terms and conditions set forth in this Agreement.

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

1. Scope of Work

2. Payment Terms

Compensation: Client shall pay Provider a fee in the amount of USD for the services specified in Section 1, unless otherwise agreed in writing.

Late Payment: Payments not received within days of the due date will incur a late fee equal to % per month, calculated on the outstanding balance, or the maximum amount permitted by law, whichever is less. Client is also responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

3. Term and Termination

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided below.

Termination: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for cause upon material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay Provider for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either Party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each Party agrees to (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Obligations shall not apply to information that is or becomes publicly known through no breach by the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

5. Independent Contractor; Insurance

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider is solely responsible for payment of employment taxes, benefits, and for maintaining insurance coverage appropriate to its performance of services under this Agreement.

6. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

Except for indemnification obligations or willful misconduct, neither Party shall be liable for consequential, incidental, special, or punitive damages. Each Party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

8. Governing Law and Dispute Resolution

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

Disputes: The Parties agree to attempt in good faith to resolve disputes promptly through negotiation between senior representatives. If unresolved within sixty (60) days, disputes may be submitted to binding arbitration under commercially reasonable rules selected by the Parties, held in the county in which the Client's principal place of business is located, unless the Parties agree otherwise in writing.

9. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

10. Miscellaneous Provisions

Assignment: Neither Party may assign 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, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

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