Business Services Archibalds

Business Services Agreement — Archibalds

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: Business Services Archibalds, and Client Name: .

Parties and Contact Information

Business Services Archibalds — Representative:

Recitals

WHEREAS, Service Provider offers professional business services, including but not limited to consulting, operational support, and implementation of business processes; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding of their rights and obligations with respect to the engagement described below.

Scope of Work

Service Provider shall provide the services described in the scope below. Service Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for services rendered as follows. Unless otherwise agreed in writing, fees are exclusive of applicable taxes and expenses.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the date payment is due until paid in full. Client shall also be responsible for reasonable collection costs, including attorney fees, associated with late or non-payment.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after ten (10) days' written notice or immediately for causes such as gross negligence, willful misconduct, or insolvency.

Upon termination, Service Provider shall cease work, deliver to Client any completed deliverables, and Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination plus any non-cancellable obligations.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether in writing, orally, or by observation, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations set forth in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Indemnification; Limitation of Liability

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and contributions arising from fees paid under this Agreement.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, and expenses resulting from the indemnifying party's negligence or willful misconduct in performance of this Agreement.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees actually paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating arbitration or litigation.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations. Any amendment or waiver shall be in writing and signed by an authorized representative of each party.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Contact Information section. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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