Business Services CIND

Business Services CIND

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, and related professional services, and represents that it has the qualifications, experience and ability to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services subject to those terms and conditions; and

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

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner and in accordance with industry standards. Any changes to the scope, deliverables, or schedule shall require prior written agreement between the parties and, if applicable, adjustment to fees or schedule.

2. Payment Terms

Client shall pay invoices within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition to interest, Service Provider may suspend performance for invoices unpaid more than days after notice.

3. Term and Termination

Term Commencement Date: Term Expiration Date:

This Agreement shall commence on the Term Commencement Date and remain in effect until the Term Expiration Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to permitted employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction to the disclosing party.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to methodologies, tools, templates, know-how and other intellectual property used or developed prior to or in the course of performing services. Client shall receive a non-exclusive, non-transferable license to use deliverables provided upon full payment of amounts due, solely for Client's internal business purposes. Any bespoke deliverables created for Client may be assigned to Client upon written agreement and payment of agreed consideration.

6. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from liabilities, losses, damages and costs arising from breach of representations, willful misconduct or gross negligence. Except for breaches of confidentiality, indemnification obligations, or liability resulting from willful misconduct or gross negligence, neither party's cumulative liability arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. 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 either party designates by notice. Notices are effective upon personal delivery, nationally recognized overnight courier, or three business days after deposit in the mail.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

9. Entire Agreement; Amendments

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

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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