Business Services Authentik

Business Services Authentik

Parties

Recitals

WHEREAS, Service Provider: is engaged in the business of providing business consulting, technical integration, and advisory services; and

WHEREAS, Client: desires to retain Service Provider to perform certain services for the benefit of Client, and Service Provider agrees to provide such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. Deliverables shall be provided in accordance with the schedule agreed by the parties and are subject to Client acceptance as described in Section 2.3.

Acceptance: Client shall review each deliverable within business days of receipt and shall either provide written acceptance or a detailed rejection specifying deficiencies. Failure to respond within the acceptance period shall constitute deemed acceptance.

Payment Terms

Fees: Client shall pay Service Provider the sum of $ for the services described in the Scope of Work, subject to adjustments for change orders as set forth in this Agreement.

Invoices: Service Provider shall submit invoices in accordance with the payment schedule. Payment is due within days of Client's receipt of a correct invoice. Payments not received when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Taxes and Expenses: All fees are exclusive of taxes and reasonable pre-approved out-of-pocket expenses, which Client shall reimburse upon presentation of substantiating documentation.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by a party relating to business plans, financial information, technical data, trade secrets, customer lists, and other proprietary matters, whether disclosed orally, in writing, or by inspection.

Obligation: Each party agrees to (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to recipients who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions and Duration: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already in the possession of the receiving party without restriction, or is independently developed. The confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement.

Independent Contractor; Liability

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, or partnership relationship. Service Provider is solely responsible for withholding taxes and carrying insurance for its personnel.

Limitation of Liability: Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable for incidental, consequential, special, or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall first attempt to resolve disputes in good faith through negotiation between senior representatives. If unresolved within 30 days, disputes shall be submitted to mediation. If mediation fails, either party may pursue any available remedy in a court of competent jurisdiction in the agreed governing law venue.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral.

Amendments: No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices: All notices must 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 upon personal delivery, two business days after deposit with a recognized overnight courier, or five business days after mailing by certified mail.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now