Business Services Agreement for Estes Parkersburg

Business Services Agreement for Estes Parkersburg

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: (Service Provider) and Client Name: (Client). The Service Provider and Client are each a Party and together the Parties.

WHEREAS

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, and resources necessary to perform business services described herein; and

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

WHEREAS, the Parties intend that the services be performed for Estes Parkersburg in accordance with the Scope of Work, payment terms, and other provisions set forth below.

Scope of Work

Service Provider shall perform the business services described in detail below. The services shall include, without limitation, planning, consultation, implementation, reporting, and any deliverables expressly identified in this Agreement.

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees and reimbursements set forth in this section.

Payments shall be made in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due within Payment Period (days): days of invoice receipt. Client shall reimburse Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with performance of the services.

Any undisputed amount overdue beyond the Payment Period shall bear interest at the lesser of Late Fee Rate: % per month or the maximum rate permitted by law, measured from the date payment was due until paid. The Parties agree that application of the late fee is a reasonable pre-estimate of damages.

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.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no less than Notice Period (days): days prior to the effective termination date.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party), whether orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State/Jurisdiction: without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts of the selected jurisdiction for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment to this Agreement shall be effective except in a writing signed by both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier. Notices are effective upon receipt.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and nothing contained in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages, costs and expenses arising from the indemnifying Party's breach of this Agreement or negligent or willful acts or omissions in performance of its obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' original intent.

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