Business Service Kit

BUSINESS SERVICE KIT

This Business Service Kit Agreement (the Agreement) is entered into effective as of by and between (Service Provider) and (Client).

WHEREAS

WHEREAS, Service Provider offers a packaged set of business services, deliverables and supporting materials referred to herein as the Business Service Kit; and

WHEREAS, Client desires to procure the Business Service Kit and associated services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, fees, delivery, confidentiality and other commercial terms in a single binding Agreement.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the Business Service Kit and associated services as described below. The Scope of Work identifies deliverables, milestones, acceptance criteria and any third-party dependencies.

Business Plan Template Financial Model Spreadsheet Brand Kit and Style Guide Operating Procedures Manual

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Business Service Kit and services rendered. All amounts are stated in dollars unless otherwise indicated.

Payments not received within the period specified in the payment schedule shall accrue the Late Payment Fee above and interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, if any.

TERM AND TERMINATION

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

Upon termination, Client shall pay for all services performed and deliverables accepted through the effective termination date. Sections that by their nature survive termination shall so survive, including confidentiality and indemnity obligations.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party that is either designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, pricing, business plans, financial data, technical information, know-how and client lists.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or advisors with a need to know and ensure they are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality do not apply to information that is (i) or becomes public without breach, (ii) rightfully obtained from third parties without restriction, or (iii) independently developed without use of the other party's Confidential Information.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, or for trade secrets for so long as the information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in pre-existing materials, methodologies and intellectual property used or developed in connection with the Business Service Kit. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any customization or bespoke deliverables created for Client may be subject to different ownership terms as specified in the Scope of Work.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses listed in the Parties and Contact Information section. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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