Business Services CSE

Business Services CSE

This Business Services Contract for Services Engagement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires certain business services relating to corporate services execution, strategy, and support as more particularly described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services and desires to provide those services to Client under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the Services described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work require prior written consent signed by authorized representatives of both parties.

Payment Terms

Service Provider will submit invoices in accordance with the Payment Schedule above. Payments are due within days of Client's receipt of an undisputed invoice. Unless otherwise agreed in writing, Client shall pay all undisputed amounts in full by the due date.

Any past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs, including attorneys' fees. Late fee:

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure that breach within 15 days of receipt of written notice.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all completed work and any work in progress for which Client has paid.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other 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 and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, trade secrets, client lists, and technical information.

Each party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon written request, the receiving party shall return or destroy Confidential Information as specified by the disclosing party, except that the receiving party may retain copies as required by law or for archival backup.

Independent Contractor; Insurance

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 be responsible for all taxes and withholdings related to payments and shall maintain appropriate insurance coverage for the performance of services under this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits, attachments, and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

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