Business Services Agreement Centre SA

Business Services Agreement Centre SA

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic advisory, project management, and operational support, and represents that it has the skill, personnel, and resources to provide such services to Client;

WHEREAS, Client desires to retain Service Provider to perform certain services as described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth herein;

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

Scope of Work

Service Provider shall perform the services described below in accordance with the timelines, standards, and deliverables specified. Service Provider shall allocate personnel with appropriate qualifications for the performance of the services and shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services provided, Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in lawful currency of the jurisdiction identified in the Governing Law section unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the Notice Period after receipt of written notice. Client may terminate for convenience upon providing the Notice Period and payment for services performed and reasonable wind-up costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party to the other party 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. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for performance or enforcement of this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed without use of Confidential Information, or is required to be disclosed by law, provided the disclosing party gives prompt notice to allow for protective measures.

Upon termination, each party shall return or destroy the other party's Confidential Information and certify in writing that it has done so, except for one archival copy retained solely to comply with internal recordkeeping and legal obligations.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement. Except for liability arising from indemnification obligations or gross negligence or willful misconduct, neither party shall be liable for indirect, special, incidental or consequential damages. The aggregate liability of Service Provider for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or related to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether oral or written. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Representations; Compliance

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall comply with all applicable laws, rules and regulations in performing its obligations.

Notices

Notices shall be in writing and delivered by hand, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may specify in writing.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Headings are for convenience only and shall not affect interpretation.

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