Business Services C Form

Business Services C Form

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

WHEREAS

WHEREAS, Client Name: seeks to obtain certain professional business services; and

WHEREAS, Service Provider Name: represents that it has the qualifications, experience, and ability to provide such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider in accordance with the following terms.

3. Term and Termination

This Agreement commences on Start Date: and continues in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the proposed termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days following receipt of written notice specifying the breach.

4. Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, client lists, proposals and trade secrets.

Receiving party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) restrict disclosure to employees, contractors, and agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

5. Representations and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner in accordance with generally accepted industry standards.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages, and expenses arising out of Service Provider’s negligence, willful misconduct, or breach of this Agreement.

6. Relationship; Assignment

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the county or judicial district where Client is located unless the parties agree otherwise in writing.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

Notices 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 notice. Notices are effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith a valid provision to replace any invalid provision that preserves the original intent.

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