Business Services Bolt Template

BUSINESS SERVICES BOLT TEMPLATE

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, operational, and technical assistance; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider agrees to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to set forth the full terms governing their business relationship with respect to the services described below.

SCOPE OF WORK

Service Provider shall perform the services described below in accordance with the standards of care and skill customarily exercised by professionals providing similar services. The Scope of Work below is intended to be specific and binding; changes shall require written amendment.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the terms below. All fees are exclusive of taxes unless otherwise specified. Invoices delivered by Service Provider shall be payable in accordance with the schedule agreed below.

Expenses reasonably incurred by Service Provider in connection with performance will be reimbursed by Client if pre-approved in writing. Expenses are reimbursable

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed or expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party and limits disclosure to the extent possible.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, each Receiving Party will return or certify destruction of Confidential Information as requested by the Disclosing Party.

INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider retains ownership of methodologies, tools, and pre-existing intellectual property. Unless otherwise agreed in writing, deliverables specifically created for Client under this Agreement shall be assigned to Client upon full payment; Service Provider may retain copies for archival purposes and to demonstrate experience, provided no Confidential Information is disclosed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or violation of confidentiality obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located in the chosen jurisdiction, and the parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

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 monetary damages may be inadequate remedy for breach of confidentiality and agree that injunctive relief may be appropriate to prevent such breach.

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