Business Services ASCS

Business Services ASCS

This Business Services Agreement (the "Agreement") is made as of Effective Date: by and between:

RECITALS

WHEREAS, Service Provider has professional expertise and experience in providing business advisory, operational support, and administrative services; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below. The parties may amend the description by written agreement signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following payment provisions.

All amounts are due in United States dollars unless otherwise specified. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with performance of the services if pre-approved in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the notice period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical, financial and other information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted in this Agreement, and (c) use it solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes generally known to the public through no breach of this Agreement, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, receiving party shall promptly return or destroy all Confidential Information and certify such destruction upon request.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Except as otherwise agreed in writing, Service Provider retains all rights, title and interest in its pre-existing intellectual property and tools. Subject to Client's timely payment in full, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, provided that Service Provider may retain non-identifiable compilations and methodologies for internal use and for other clients. Any third-party materials included in deliverables remain subject to the third party's license terms.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be exclusively responsible for payment of all employment, income and other taxes related to payments made under this Agreement and for compliance with all applicable laws in the performance of services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligent acts, willful misconduct or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality or intellectual property obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above, without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all assets or equity.

Sign Now