Business Services Aurora

Business Services Aurora

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, operational support, and project management; and

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

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 above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work unless otherwise agreed in writing by the parties.

Payment Terms

Client shall pay Service Provider the Total Fee in accordance with the Payment Schedule. Unless otherwise specified, invoices are payable within days of invoice date. All sums due hereunder are exclusive of applicable taxes which shall be paid by Client.

If any undisputed amount is not paid within the period set forth above, Client shall pay interest on the overdue amount at the rate specified as the Late Fee, and shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving the other party written notice as specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses accrued through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, including business plans, financial information, trade secrets, client lists, and technical data. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party before receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those of its officers, employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect the confidentiality of the Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

Representations; Independent Contractor; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Service Provider is responsible for all taxes and withholdings related to amounts paid to it.

Each party shall indemnify, defend, and hold harmless the other party from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, oral or written. 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 under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures delivered electronically shall be effective and binding.

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