Business Services Blackpool

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES BLACKPOOL

Parties

Recitals

WHEREAS, Client Name: desires to procure certain business services to support Client's operations in Blackpool and surrounding areas; and

WHEREAS, Service Provider Name: possesses the expertise and capacity to perform such services under the terms set forth herein; and

WHEREAS, the parties agree that this Agreement shall become effective as of Effective Date: and shall govern the relationship between the parties with respect to the Services described below.

Scope of Work

Service Provider shall provide the services, deliverables, and project management described in the Scope of Work. Service Provider will perform Services in a professional and workmanlike manner consistent with industry standards and applicable law.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the timely performance of Services. Unless otherwise agreed in writing, all fees are exclusive of any applicable taxes, duties or levies, which shall be borne by Client.

If any payment is not received by Service Provider within Payment Due days, Client shall pay late fees calculated as the greater of (a) a fixed charge of GBP , or (b) a monthly interest charge of % of the overdue amount. Interest compounds monthly until paid in full.

Term and Termination

This Agreement shall commence 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 Notice Period: days prior to the effective termination date.

Upon termination, Service Provider shall deliver all completed deliverables to Client and Client shall pay Service Provider for Services performed through the date of termination, subject to any setoffs or deductions permitted under this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or would reasonably be understood to be confidential given its nature. Receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to those employees, contractors or advisors who have a need to know and who are bound to confidentiality no less protective than this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit or protect such disclosure.

Representations, Indemnity and Insurance

Each party represents that it has full power and authority to enter into this Agreement. Service Provider shall indemnify and hold harmless Client from any third-party claims arising from Service Provider's breach of this Agreement, negligence, or willful misconduct. Service Provider shall maintain insurance consistent with industry practice and provide evidence of such insurance upon reasonable request.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or as updated in writing by the parties. Notice is effective on delivery by hand, on receipt when sent by certified mail, or on the date of transmission when sent by confirmed electronic mail.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to its conflict of law rules. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes may be referred to mediation or binding arbitration as the parties mutually agree.

Entire Agreement; Amendment

This Agreement, including any attachments and accepted scopes of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless made in a writing signed by both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Execution

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed original signatures for all purposes.

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