Business Services Agreement for Trader Joes

Business Services Agreement for Trader Joes

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

WHEREAS

WHEREAS, Service Provider has expertise and experience in providing the business services described herein and is willing to provide such services to Client on the terms set forth in this Agreement;

WHEREAS, Client requires the services set forth in this Agreement in connection with Client's retail operations and desires to engage Service Provider to perform such services under the terms and conditions stated herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Material changes to the scope shall require written amendment signed by both parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the invoicing and payment schedule. All payments are due net of any withholding required by law.

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. All amounts paid are exclusive of taxes, and Client shall be responsible for any sales, use or other taxes assessed on amounts paid hereunder, except taxes based on Service Provider's net income.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon the notice period set forth above, provided that Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other information disclosed by a party ("Disclosing Party") to the other party ("Receiving 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. Receiving Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as expressly permitted hereunder.

The obligations in this Section shall not apply to information that (a) is or becomes publicly available through no fault of Receiving Party; (b) is rightfully received from a third party without restriction; (c) was already known to Receiving Party without restriction; or (d) is independently developed by Receiving Party. Upon termination of this Agreement, Receiving Party shall return or destroy Confidential Information as requested by Disclosing Party.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of breach of this Agreement or the gross negligence or willful misconduct of the indemnifying party. Except for indemnification for third-party claims, in no event shall either party be liable for consequential, special, punitive or exemplary damages. The aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

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

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. Venue for any dispute arising out of or relating to this Agreement shall be in the courts located in that state, and the parties hereby submit to the personal jurisdiction of such courts.

Entire Agreement

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or equity. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

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