Business Services Archer

BUSINESS SERVICES ARCHER

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is in the business of providing professional business services, including but not limited to advisory, implementation, and project management services specifically described herein; and

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

WHEREAS, the parties intend that the responsibilities, payments, confidentiality protections, and legal relationships arising out of this engagement be reduced to writing in this Agreement.

SCOPE OF WORK

Deliverables: Service Provider will deliver the services and deliverables described in the Scope of Services in accordance with the milestones and timelines set forth in the Scope of Services. Any change to the Scope of Services will be effective only if set forth in a written change order signed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider for services performed as follows.

Invoices are due within the payment terms set forth above. Unpaid amounts shall accrue interest at the rate specified in the Late Payment Fee field above, and Client will also be responsible for reasonable collection costs, including attorney fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

Term: 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 the breach within the notice period specified above following written notice. Either party may terminate for convenience upon providing the notice required above. Upon termination, Service Provider shall deliver to Client all completed deliverables and any work-in-progress for which Client has paid; Client shall pay Service Provider for all work performed through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party to the other, whether disclosed in writing, orally, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party agrees to (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) take reasonable measures no less than those it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure by the disclosing party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, methodologies, tools, and general know-how. Any custom work-for-hire delivered to Client will be assigned to Client upon full payment, except that Service Provider may retain archival copies for compliance and backup.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party will indemnify, defend, and hold harmless the other party from and against third-party claims arising from that party's breach of this Agreement, gross negligence, or willful misconduct. The indemnifying party will pay damages, liabilities, and reasonable costs (including attorneys' fees) finally awarded against the indemnified party.

Limitation of Liability: Except for liability arising from indemnification obligations, willful misconduct, or a party's breach of confidentiality, neither party's aggregate liability under this Agreement will exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months. Neither party will be liable for consequential, incidental, or punitive damages.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

Integration: This Agreement, together with any executed statements of work and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing) and will be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit with the postal service.

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