Business Services Clutch Solutions

Business Services Agreement — Clutch Solutions

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, software integration, and advisory services and possesses the expertise and resources necessary to provide such services; and

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

WHEREAS, the parties intend that the rights and obligations of each party with respect to the services to be performed be governed by the terms of this Agreement.

Scope of Work

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

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All amounts not paid when due shall accrue interest at the rate specified above, or if no rate is specified, at the maximum legal rate permitted under applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that, given the nature of the information, should reasonably be understood to be confidential. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) take reasonable measures to protect Confidential Information from unauthorized disclosure; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need such information to perform obligations under this Agreement and who are bound to confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and, to the extent permitted by law, an opportunity to seek protective measures.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Service Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, special, or consequential damages. Service Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) 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 jurisdiction specified below, without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, five (5) days after deposit in the U.S. mail by certified mail, or upon confirmation of electronic transmission.

Sign Now