Business Services Best Agreement

Business Services Best Agreement

Parties and Effective Date

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

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform professional business services described herein; and

WHEREAS, Service Provider has the expertise, personnel, and resources to provide such services in accordance with the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services described below (Services). Service Provider will exercise reasonable care, skill, and diligence customary in the industry and deliver the Services according to the schedule agreed by the parties.

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees and reimburse allowable expenses as provided in this section. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices submitted by Service Provider shall be due and payable within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), applied to the unpaid balance. Reasonable out-of-pocket expenses pre-approved by Client shall be reimbursed upon submission of receipts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured after thirty (30) days' written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) acknowledges that during performance of the Services it may receive Confidential Information of the other party (Discloser). Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to disclosure by Discloser; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided Recipient gives Discloser prompt written notice and reasonable assistance in seeking confidential treatment.

Representations; Independent Contractor; indemnity

Service Provider represents that it will perform the Services in a professional manner and in compliance with applicable laws. Service Provider is an independent contractor; nothing herein creates an employment, partnership, or joint venture relationship. Each party shall indemnify, defend, and hold harmless the other party from any third-party claims arising from its breach of this Agreement or its negligent or willful acts or omissions, subject to applicable limitations of liability.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for lost profits or consequential, incidental, special, or punitive damages. Except for damages arising from willful misconduct, each party's aggregate liability under 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 claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will first attempt in good faith to resolve disputes through direct negotiation. If unresolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts of that state or federal courts located therein.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to be represented by counsel and that any rule requiring construction against the drafting party shall not apply.

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