Business Services Combo

BUSINESS SERVICES COMBO AGREEMENT

This Business Services Combo Agreement (the "Agreement") is made and entered into by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates a business engaged in commercial activities and seeks a combination of business services comprising consulting, administrative support, and marketing assistance (the "Services"); and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the Services and is willing to provide the Services to Client on the terms and conditions set forth herein; and

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 provide the Services as described below. The Services shall include any deliverables, milestones, acceptance criteria, and performance standards expressly described in this section. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

2. PAYMENT TERMS

Client shall compensate Service Provider for the Services in accordance with the terms set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Past due amounts shall accrue interest at the rate of percent per month, compounded monthly, or the maximum rate permitted by law, whichever is less. In addition, Service Provider may charge a late fee of for each late invoice.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date specified below and remain in effect until the End Date specified below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non‑public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, client lists, pricing, trade secrets, technical information, and any work product relating to the Services.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided notice is given to the Disclosing Party where legally permitted.

5. INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall maintain insurance customary for the Services performed and shall indemnify, defend and hold harmless Client from and against third‑party claims arising from Service Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct or liability arising from gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising from this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

7. GOVERNING LAW

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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of this Agreement.

8. ASSIGNMENT; NOTICES

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an acquirer of substantially all of its business or assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that, to the extent possible, effects the original intent of the parties.

SIGNATURES

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