Business QUEST Documents

Business QUEST Documents

This Business Services Agreement ("Agreement") is entered into as of between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain analysis, advisory, and implementation services related to business development, operational assessment, and strategic planning under the program identified as Business QUEST; and

WHEREAS, Provider represents that it has the necessary experience, personnel, and resources to perform the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective duties, payment terms, confidentiality obligations, and other contractual provisions in writing.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable efforts and professional skill in the performance of the services.

2. PAYMENT TERMS

Client shall pay Provider for services rendered under this Agreement in accordance with the following terms.

Payments are due within days of invoice. Late payments shall incur interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after written notice specifying the breach. Upon termination, Provider shall deliver work in progress and Client shall pay for all services performed and reasonable non-cancellable costs incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that it will receive information that is confidential and proprietary to the other party, including business plans, financial information, customer data, intellectual property, and trade secrets ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as expressly permitted by this Agreement; (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (c) take commercially reasonable steps to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes public through no breach by the receiving party; (ii) was lawfully known prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and opportunity to seek a protective order.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing tools, methodologies, templates, software, and know-how. Client shall receive a non-exclusive, non-transferable license to any deliverables provided by Provider solely for Client's internal business purposes. Any third-party materials incorporated into deliverables shall be governed by the applicable third-party license.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. 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 conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If negotiation fails, the parties may pursue remedies in a court of competent jurisdiction in that state.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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 sale of substantially all of its assets. Severability: If any provision is held invalid, the remainder of the Agreement will remain in full force and effect. Notices: All notices must be in writing and delivered to the addresses below.

CERTIFICATIONS

Each party certifies that the signatory below is duly authorized to execute this Agreement on its behalf and that the information provided in this document is true and correct to the best of the signing party's knowledge.

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