Business QB Template

BUSINESS QB TEMPLATE

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client engages Service Provider to perform business consulting, bookkeeping, and related advisory services described herein; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and ability to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. The work shall include, at minimum, the tasks, deliverables, and acceptance criteria specified by the parties.

Payment Terms

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

Late Payment: If any undisputed amount payable by Client is not received by Service Provider within days after its due date, Client shall pay a late fee equal to the lesser of (a) per month on the overdue amount, or (b) the maximum allowed by applicable law.

Term and Termination

Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted under this Agreement.

Confidentiality

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

Obligations: The receiving party shall (a) protect Confidential Information with 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 under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law.

Exceptions: Confidential Information does not include information that (i) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without a duty of confidentiality.

Remedies: The parties acknowledge that monetary damages may be inadequate for a breach of confidentiality and agree that injunctive relief and other equitable remedies shall be available in addition to any other remedies at law or in equity.

Representations; Indemnification

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

Indemnification: Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify and hold harmless Service Provider from and against claims arising from Client's gross negligence, willful misconduct, or material breach.

Governing Law; Dispute Resolution

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

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within 30 days, the parties may pursue any available remedies in the courts of the selected governing law jurisdiction.

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, negotiations, and communications, whether oral or written.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor upon notice to Service Provider.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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