Business Services DC SA

Business Services DC SA

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

Recitals

WHEREAS, Client Name: operates a business engaged in ; and

WHEREAS, Service Provider Name: is engaged in providing business services including but not limited to consulting, advisory, and implementation services; and

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

Scope of Work

Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services above. Any material change to the scope must be agreed in writing by both parties and documented as a written amendment signed by authorized representatives.

Payment Terms

Unless otherwise agreed in writing, payments are due within days of invoice. Late payments shall accrue interest at a rate of compounded monthly, and the Client shall be responsible for reasonable collection costs, including attorneys' fees incurred to collect past-due amounts.

Term and Termination

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 for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) use Confidential Information solely for the purpose of performing its obligations under this Agreement, (ii) limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law (provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any effort to obtain confidential treatment).

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is received from a third party without breach of any obligation of confidentiality, (c) is independently developed without use of the other party's Confidential Information, or (d) is known to the receiving party prior to disclosure as demonstrated by written records.

Intellectual Property and Work Product

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of its preexisting intellectual property and tools. Client shall receive a non-exclusive, royalty-free license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes, subject to full payment. Any third-party materials incorporated into deliverables remain subject to the applicable third-party licenses.

Limitation of Liability

Except for liability arising from a party's willful misconduct or breach of its confidentiality obligations, neither party shall be liable for consequential, incidental, special, punitive, or indirect damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement; Amendments

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

Notices

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any other agreement to which it is a party. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not be construed as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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