Business Services Costco

Business Services Costco — General Business Services Agreement

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business support, procurement assistance, and related services and has experience, personnel, and facilities to perform the services described herein;

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services set forth in the Description of Services in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties prior to commencement of such change.

2. Payment Terms

Invoices will be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs.

Unless otherwise agreed in writing, all fees are exclusive of taxes. Client is responsible for any sales, use, value-added, withholding or similar taxes, except taxes based on Service Provider's net income.

3. Term and Termination

This Agreement commences on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice of breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any unpaid invoices then due.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") relating to business, operations, pricing, customer lists, proposals, trade secrets, technology, or other information that by its nature would reasonably be considered confidential. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; or (c) is rightfully obtained by the Receiving Party from a third party without restriction.

The Receiving Party shall (i) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information only for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party may disclose Confidential Information to the extent required by applicable law or regulation, provided that, where permitted, the Receiving Party provides prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective measures.

5. Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be solely responsible for payment of all wages, taxes, and other statutory obligations for its employees. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided and shall provide evidence of such insurance upon Client's reasonable request.

6. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE 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 principles of conflict of laws. Exclusive venue for any dispute arising out of or related to this Agreement shall be the federal or state courts located in that jurisdiction.

8. Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments hereto, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices

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