Business Services Contract for Contractors LLC

Business Services Contract for Contractors LLC

This Business Services Contract (the Agreement) is made effective as of by and between:

Contractor Name: , a company organized under the laws of , with principal place of business at ; and

Client Name: , with principal place of business at .

RECITALS

WHEREAS, Contractor is engaged in the business of providing professional contracting, consulting and project management services and possesses the skill, personnel and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Contractor to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement in writing.

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

1. SCOPE OF WORK

2. PAYMENT TERMS

2.1 Contract Price: Client shall pay Contractor the total amount of (the Contract Price) for the services and deliverables set forth in Section 1, subject to adjustments as provided in this Agreement.

2.3 Invoicing: Contractor shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of a proper invoice.

2.4 Late Payment: Any undisputed invoice not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs, including attorney fees.

3. TERM AND TERMINATION

3.1 Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination.

3.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within days after receiving written notice of the breach.

4. CONFIDENTIALITY

4.1 Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether 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 and the circumstances of disclosure.

4.2 Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information, at least as protective as those it takes to protect its own confidential information.

4.3 Exclusions: Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4.4 Return of Materials: Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy all materials containing Confidential Information and certify in writing that such materials have been returned or destroyed.

5. INDEPENDENT CONTRACTOR; INSURANCE

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be solely responsible for payment of all federal, state and local taxes related to payments made under this Agreement and shall maintain insurance sufficient to cover its obligations and liabilities under this Agreement.

6. LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable for incidental, consequential, special or punitive damages. The aggregate liability of Contractor for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Contractor under this Agreement.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign this Agreement in connection with a merger or sale of substantially all of its assets.

9.2 Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate in writing.

9.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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