Business Services Agreement for Volvo Aberdeen

Business Services Agreement for Volvo Aberdeen

This Business Services Agreement ("Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to fleet maintenance coordination, technical consulting, and logistics support; and

WHEREAS, Client (Volvo Aberdeen) desires to retain Service Provider to perform the services described in this Agreement on the terms and conditions set forth below; and

WHEREAS, the parties acknowledge that timely performance, confidentiality, and clear payment terms are essential to the business relationship.

Scope of Work

Service Provider shall furnish the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones, and deliverables shall be set forth by the parties and may be amended in writing.

Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the terms set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Service Provider shall submit invoices to Client at the intervals described above. Unless otherwise agreed in writing, Client shall pay undisputed amounts within the invoice due days. Disputed amounts shall be promptly resolved in good faith; undisputed portions remain payable. Overdue amounts shall accrue interest at the rate set forth above or, if no rate is specified, at one percent (1%) per month.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in written, oral, electronic or other form, 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. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party; (b) already known by the receiving party without obligation of confidentiality; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) take reasonable measures to protect the confidentiality of such information; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, liabilities, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Assignment and Subcontracting

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder. Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for the performance of its subcontractors and compliance with this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may seek resolution through the courts of the selected jurisdiction.

Notices

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

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments 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, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Execution

The parties have executed this Agreement by their duly authorized representatives as set forth below.

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