Business Services 5 Day Agreement

Business Services 5 Day Agreement

This Business Services 5 Day Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with a principal place of business at and Service Provider Name: with a principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Client requires certain business services that can be performed on an expedited five (5) business day schedule beginning on the Effective Date; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and capabilities to perform such services in accordance with the terms and timeframes set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") and deliverables within five (5) business days from the Effective Date unless otherwise agreed in writing. The Services shall include, but not be limited to:

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All payments are non-refundable except as expressly provided in this Agreement.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law from the date payment was due until paid. Client will also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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 written notice to the other Party at least prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party if the breaching Party fails to cure the breach within five (5) business days after receipt of written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party relating to its business, technology, finances, customers, or operations, whether disclosed orally, in writing, or by inspection. Each Party shall (a) hold the other Party's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as permitted herein, and (c) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement. The obligations of confidentiality shall not apply to information that: (i) is or becomes generally known to the public through no fault of the receiving Party; (ii) was in the receiving Party's lawful possession prior to receipt from the disclosing Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Upon termination or expiration of this Agreement, each Party will promptly return or destroy the other Party's Confidential Information, at the disclosing Party's election.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider shall maintain at its expense insurance customary for the Services provided and shall provide proof of such insurance upon Client's reasonable request.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct or gross negligence, in no event shall either Party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either Party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives. If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue remedies in a court of competent jurisdiction located in the governing state specified above.

ENTIRE AGREEMENT; AMENDMENT

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, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by notice) by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties acknowledge that money damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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