Business Services CS01

Business Services CS01

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

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services as set forth in this Agreement, and Provider warrants it has the experience, personnel, and capability to perform such services in a professional manner consistent with industry standards.

WHEREAS, the parties desire to set forth the terms and conditions governing Provider’s performance, compensation to Provider, and the respective rights and obligations of the parties.

WHEREAS, the parties agree that certain Confidential Information may be exchanged and that the protection and non-disclosure of such information is a material condition of this Agreement.

Scope of Work

Payment Terms

Total Contract Amount: $

Invoices issued by Provider are due within days of invoice date. Late payments shall incur a late fee of % per month or a flat fee of $ whichever is greater.

Payment Method: Bank transfer Check Credit card

Term and Termination

Term Commencement Date: and Term End Date: . This Agreement shall continue in effect for the term specified unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed and in-progress work and shall be compensated for services performed through the effective date of termination, subject to Client’s rights to set-off for breach or failure to meet the acceptance criteria.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, 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 and the circumstances of disclosure.

Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third party except as expressly permitted in this Agreement or as required by law, and (iii) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The receiving party shall take reasonable measures to protect confidentiality no less than those it uses to protect its own confidential information of a similar nature.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was within the receiving party’s possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Confidentiality Period (survival): Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

Indemnification and Liability

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Provider’s gross negligence or willful misconduct in the performance of services under this Agreement. Client shall indemnify Provider to the same extent for claims arising from Client’s negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties may mutually agree to submit the dispute to mediation prior to pursuing other remedies.

Entire Agreement; Amendments

This Agreement, including all 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Provider shall be solely responsible for all taxes and withholdings arising from compensation paid to Provider.

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 either party may designate by notice to the other in accordance with this section.

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