Business Services Agreement for Builders Inc

Business Services Agreement for Builders Inc

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing construction-related business services, project management, and consulting to contractors and builders; and

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

WHEREAS, the parties intend for this Agreement to define the scope, compensation, and other material terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described below (collectively, the "Services"). Service Provider shall furnish all labor, materials, equipment, supervision, and management necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are due in United States dollars unless otherwise agreed in writing.

Service Provider will submit invoices to Client. Invoices are due within days of invoice date. Late payments shall accrue interest as set forth below.

Any undisputed amount not paid when due shall bear interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. A late fee administration charge of may be applied to invoices more than 30 days past due.

All taxes, duties, or governmental charges (other than taxes on Service Provider's net income) shall be the responsibility of Client unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice not less than days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days following written notice of breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product and records to the extent payment has been made for such deliverables.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either 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.

Obligations: Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to representatives with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely for the performance of this Agreement.

Exceptions: Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, was already rightfully in the receiving party's possession, or was independently developed by the receiving party without use of Confidential Information.

LIMITATION OF LIABILITY & INDEMNITY

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event will either party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Indemnity: Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

WARRANTIES

Service Provider represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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