Business Services Agreement and Authorization

Business Services Agreement and Authorization

This Business Services Agreement and Authorization ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management and technical services as set forth below; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement set forth the entire understanding and authorization for the engagement, payment, confidentiality and dispute resolution procedures between them.

Scope of Work

Service Provider shall provide the services described below (the "Services"). The Services will be performed in a professional and timely manner in accordance with industry standards. Any material changes to scope shall be documented in a written change order executed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. Fees specified are exclusive of applicable taxes unless otherwise noted.

Unless otherwise stated, invoices are due within days of invoice. Late payments shall accrue interest at a rate of per month (or the maximum permitted by law), and a late charge of may be assessed for accounts more than 30 days past due.

Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in performing the Services, provided such expenses exceed unless otherwise agreed in writing.

Credit / Debit Card   ACH / Bank Transfer   Check

Term and Termination

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

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of such breach.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (i) hold and maintain Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (iii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement. The obligations in this section shall survive termination for a period of three (3) years, or longer with respect to trade secrets as required by law.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party to seek protective relief.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles.

Entire Agreement

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

Authorization and Payment Authorization

Client hereby authorizes Service Provider to perform the Services in accordance with this Agreement and to invoice Client for the amounts due. Client authorizes Service Provider to charge the payment method provided by Client for invoiced amounts when due if Client has selected an automated payment option below.

Client authorizes automated charges to the designated payment method for invoices issued under this Agreement.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid enforceable provision that most closely reflects the parties' original intent. No waiver of any breach shall constitute a waiver of any other breach.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices may be delivered by personal delivery, certified mail, courier or electronic transmission with confirmation of receipt.

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