Business Services Bronze Agreement

Business Services Bronze Agreement

This Business Services Bronze Agreement ("Agreement") is entered into as of by and between Service Provider: , with principal place of business at and Client Name: , with mailing address .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and has represented that it possesses the necessary skills, personnel and resources to provide the services described herein; and

WHEREAS, Client desires to retain Service Provider on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services pursuant to this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the performance of the Services. Fees are exclusive of taxes unless otherwise stated.

Client shall pay via: Invoice Card on File Check

Late payments shall incur a late fee equal to % per month on outstanding balances, or the maximum amount permitted by law, whichever is less. Client shall also be responsible for all collection costs, including reasonable attorney fees, incurred by Service Provider to recover overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and 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 at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach. Termination does not relieve Client of obligations to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non‑public information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees: (a) to hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not to use such Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose such Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The foregoing shall not apply to information that: (i) is or becomes public knowledge without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order provided the disclosing party gives prompt written notice and cooperates to seek protective measures.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any preexisting intellectual property and methodologies used in performing the Services. Upon full payment of all fees due hereunder, Service Provider grants Client a non‑exclusive, non‑transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Service Provider may retain copies of deliverables for its records and portfolio subject to the Confidentiality provisions above.

Warranties; Disclaimers; Limitation of Liability

Service Provider warrants that it will perform Services in a competent and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

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 agree that any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

Entire Agreement

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

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets or corporate reorganization. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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