Business Services C&E Template

Business Services C&E Template

This Business Services Consulting & Engagement Agreement (the Agreement) is entered into effective as of between Service Provider: and Client Name: .

Recitals

WHEREAS, Service Provider possesses professional expertise in providing business consulting, strategic planning, and implementation services relevant to Client’s operations; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement define the scope, schedule, payment, confidentiality, and other obligations of the parties with respect to the engagement.

Scope of Work

Payment Terms

Client shall pay Service Provider the Total Fee of $ for services performed pursuant to this Agreement in accordance with the following schedule and invoicing procedures.

Reimbursable expenses incurred by Service Provider that are pre-approved in writing by Client shall be invoiced separately and paid within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid within the time specified shall accrue interest at a rate of (or the highest rate permitted by applicable law, if lower), computed monthly from the date due until paid.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon expiration or termination, Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Service Provider shall provide a final invoice within 30 days of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, customer lists, pricing, and trade secrets.

Non-Disclosure and Use: Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as necessary for performance of this Agreement pursuant to written confidentiality obligations; and (iii) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of Receiving Party; (b) is lawfully obtained from a third party without restriction; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided Receiving Party gives prompt written notice to Disclosing Party to permit a protective order or other remedy.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and that performance will not violate any other agreement or law. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Indemnification: Each party shall defend, indemnify and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party’s compliance with reasonable notice and cooperation requirements.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for resolution of disputes.

Entire Agreement; Assignment; Relationship of Parties

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations, representations, and agreements relating to the subject matter hereof.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

Notices

Additional Provisions

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