Business Services CS

BUSINESS SERVICES CS AGREEMENT

This Business Services CS Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Service Provider:

Client:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, technical support, and related services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client; and

WHEREAS, the parties desire to set forth their respective duties, obligations, and the commercial terms applicable to the engagement.

SCOPE OF WORK

Services shall include deliverables, timelines, milestones, and acceptance criteria as set forth in the foregoing Description of Services. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards and in accordance with applicable laws.

PAYMENT TERMS

Any amounts not paid within days of the invoice date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall pay all collection costs, including reasonable attorneys' fees.

All fees payable hereunder are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other taxes (excluding taxes based on Service Provider's net income). If Client is required by applicable law to withhold any taxes from payments, Client shall provide documentation of such withholding and shall gross-up payments if required by law or as otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after receipt of written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including but not limited to confidentiality, indemnity, payment obligations, and governing law.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing or by inspection of tangible objects, 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. Confidential Information includes, without limitation, business plans, financial information, trade secrets, technical data, customer lists, and pricing.

The Receiving Party shall: (a) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without reference to the Confidential Information.

The obligations set forth in this Section shall remain in effect for a period of three (3) years from the date of disclosure, or such longer period as required to protect trade secrets under applicable law. The Receiving Party acknowledges that unauthorized disclosure would cause irreparable harm and that injunctive relief may be appropriate in addition to other remedies.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless expressly agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies used in connection with the performance of services. Subject to Client's payment of all fees due hereunder, Service Provider hereby grants Client a non-exclusive, non-transferable license to use the final deliverables delivered under this Agreement for its internal business purposes. Service Provider may retain copies of work product for recordkeeping and portfolio purposes, subject to confidentiality obligations.

INDEPENDENT CONTRACTOR

The parties agree that Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be responsible for all taxes and statutory withholdings arising from payments made under this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute is not resolved within 30 days, either party may pursue remedies in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties except as expressly set forth herein.

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform the obligations contained herein. Each party further acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.

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