Business Services ClaBach

Business Services ClaBach

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

Recitals

WHEREAS, Service Provider is engaged in providing professional business services, including advisory, implementation, and support services within its area of expertise; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, fees, confidentiality protections, and the allocation of risks between the parties be set forth in this Agreement.

1. Parties and Contact Information

2. Scope of Work

Service Provider shall perform the services described below (Services). The Services shall be performed in a professional manner in accordance with industry standards and applicable laws.

3. Payment Terms

Client agrees to pay Service Provider the fees and expenses set forth in this Section. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of receipt. Late payments shall incur a late fee equal to on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

Client shall also reimburse Service Provider for reasonable and documented out-of-pocket expenses incurred in connection with the performance of the Services, subject to any agreed expense caps specified in the Scope of Work.

4. Term and Termination

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated as provided below.

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 immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

5. Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, in writing or by electronic means, 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.

The Receiving Party shall (a) use the Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party, as demonstrated by written records; (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

6. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party may not settle any claim admitting fault or imposing obligations on the indemnified party without its prior written consent.

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for any incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages arising out of this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. The rights and obligations of the parties that by their nature should survive termination or expiration of this Agreement shall survive.

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