Business Services Bespoke Agreement

Business Services Bespoke Agreement

This Business Services Bespoke Agreement (the "Agreement") is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to provide such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations and other terms governing the relationship.

1. Scope of Work

Service Provider shall perform the services described below (the "Services") and deliverables identified in this Agreement in accordance with the schedule and specifications agreed by the parties.

2. Deliverables and Acceptance

Service Provider will deliver the items set forth in the Scope of Work. Client shall have a period of days from delivery to review and either accept or provide written notice of deficiencies. Deliverables shall be deemed accepted if Client fails to provide such notice within the acceptance period.

3. Payment Terms

Invoices are due within days of invoice date. Late payments shall accrue interest at the rate of on the outstanding balance or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services.

4. Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice, or immediately upon insolvency or appointment of a receiver for the other party.

5. Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or would reasonably be understood to be confidential. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no breach; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and, where permitted, an opportunity to seek protective measures.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Agreement, conditioned on full payment of all fees. Service Provider retains ownership of its pre-existing tools, methodologies, templates and know-how. Any third-party materials incorporated into deliverables will be licensed to Client only to the extent permitted by the third-party licensor.

7. Representations, Warranties and Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from its breach of this Agreement, negligence, or willful misconduct. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without prior written consent, which shall not be unreasonably withheld.

9. Relationship of the Parties

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider is responsible for all taxes and withholdings arising from payments made under this Agreement.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county or district where the Client's principal place of business is located, unless the parties agree otherwise in writing.

11. Entire Agreement; Amendments

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. Any amendment or modification must be in writing and signed by an authorized representative of each party.

12. Notices

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective on delivery.

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 to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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