Business Services CVCTFTOIC

Business Services CVCTFTOIC

This Business Services Agreement ("Agreement") is entered into as of Effective Date: between Service Provider Name: with principal address: , and Client Name: with principal address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, operations support, and technical implementation tailored to client organizations; and

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the scope, payment, confidentiality, and termination provisions set forth below govern their relationship and the performance of services.

SCOPE OF WORK

Service Provider shall perform the services described in the Scope of Work in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

If any undisputed amount is not paid within days after the due date, Service Provider may charge interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, a late fee of may be assessed to cover administrative costs.

ACH / Bank Transfer    Check    Wire Transfer    Credit Card

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon providing written notice at least days prior to the intended termination date. Upon termination for convenience, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible materials, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use Confidential Information solely for the purposes of performing its obligations under this Agreement. Parties shall take reasonable measures to protect Confidential Information no less than those used to protect their own confidential information of similar importance.

The obligations under this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which confidentiality obligations shall survive as long as such information remains a trade secret under applicable law.

INSURANCE, REPRESENTATIONS, AND WARRANTY

Service Provider represents and warrants that it has the experience, personnel, and resources to perform the services in accordance with this Agreement and that its performance will materially conform to the standards set forth in the Scope of Work. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall maintain reasonable insurance coverage appropriate to the services provided, including commercial general liability and professional liability coverage where applicable.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, fraud, or obligations with respect to confidentiality and intellectual property, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its negligent acts or breaches of this Agreement, provided that the indemnified party gives prompt written notice and reasonable cooperation to the indemnifying party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any written amendments executed by both parties, 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. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

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