Business Services Blooms

Business Services Blooms — General Business Services Agreement

This General Business Services Agreement ("Agreement") is entered into as of (Effective Date), by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider represents that it has experience, personnel and capability to provide business consulting, administrative and marketing support services to entities seeking such services; and

WHEREAS, Client desires to engage Service Provider to provide certain business services described below under the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee: payable in accordance with the schedule below.

Deposit Amount (if any):

Late Payment Fee: for overdue amounts measured from invoice due date until paid.

Expenses: Client shall reimburse Service Provider for pre-approved third-party expenses incurred in performance, provided that Service Provider furnishes receipts or reasonable documentation.

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated pursuant to this Agreement.

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. The provisions that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally or by inspection, that is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Obligation: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to its employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use it solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information which (i) is or becomes generally known to the public without breach of any obligation owed to disclosing party, (ii) was known to receiving party without restriction prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by receiving party.

ADDITIONAL TERMS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for incidental, consequential, punitive or special damages, and aggregate liability shall be limited to the total fees paid or payable under this Agreement during the six (6) month period preceding the claim.

Force Majeure: Neither party shall be liable for failure or delay resulting from causes beyond its reasonable control, provided it gives prompt written notice and takes reasonable steps to mitigate.

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement, including any appendices or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business assets.

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

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