Business Services Agreement for Henrybuilt

Business Services Agreement for Henrybuilt

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: ("Henrybuilt") and Service Provider Name: ("Service Provider"). Each of Henrybuilt and Service Provider is a Party and together the Parties.

RECITALS

WHEREAS, Henrybuilt is engaged in the design, manufacture and sale of custom cabinetry and related services and desires to retain the Service Provider to perform certain business services in connection with Henrybuilt's operations; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Henrybuilt in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their mutual rights and obligations with respect to the provision of such services.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As full compensation for the Services, Henrybuilt shall pay Service Provider in accordance with the terms below. Except as expressly provided, amounts payable under this Agreement are exclusive of taxes.

Invoices shall be submitted by Service Provider to Henrybuilt in accordance with the schedule above and shall include reasonably detailed supporting documentation. Unless otherwise agreed in writing, Henrybuilt shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower). In addition, Henrybuilt shall pay a late charge of for each invoice that remains unpaid after thirty (30) days, provided Service Provider issues written notice of delinquency.

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 days prior to the effective date of termination. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall cease performance and, except as otherwise provided, Henrybuilt shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as required to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form, including business plans, designs, pricing, customer lists, technical data and trade secrets, whether marked confidential or reasonably identifiable as confidential.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, inventions, developments and materials created or prepared by Service Provider specifically for Henrybuilt under this Agreement (collectively, "Work Product") shall be the exclusive property of Henrybuilt and deemed "works made for hire" to the fullest extent permitted by law. To the extent any Work Product is not a work made for hire, Service Provider hereby assigns and agrees to assign to Henrybuilt all right, title and interest in and to such Work Product, including copyrights and other intellectual property rights.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and shall be solely responsible for payment of its employees, taxes, benefits and insurance. Service Provider shall maintain at its expense insurance coverage customary for its industry and sufficient to cover its obligations under this Agreement, and shall provide certificates of insurance upon request.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from claims, damages or liabilities arising from the indemnifying Party's negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations and breaches of confidentiality, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, strikes, governmental orders, pandemics, or inability to obtain materials or transportation. The affected Party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties agree to attempt to resolve disputes in good faith and, if unresolved within thirty (30) days, to submit the dispute to mediation prior to initiating litigation. Either Party may seek injunctive or equitable relief in a court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written exhibits or statements of work signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party designates by written notice).

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 an agency, partnership or joint venture. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Henrybuilt may assign this Agreement in connection with a merger or sale of substantially all its assets.

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