Business Services Ecorse

Business Services Ecorse

Parties

Recitals

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and resources necessary to provide business support, operational improvement, and consultancy services in and around Ecorse and related municipalities; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement on the terms and conditions set forth below; and

WHEREAS, the Parties desire to set forth their agreement as to the scope, compensation, confidentiality, term, and other material provisions governing the provision of such services commencing on the Effective Date set forth above.

Scope of Work

Service Provider shall perform the services described below for Client. Services shall include professional business consulting, process evaluation, operational implementation, vendor coordination, and such other services as the Parties may agree in writing. Any material change in scope that increases cost or time will require written change order executed by both Parties.

Payment Terms

Client shall pay Service Provider the compensation specified below in exchange for the Services. Fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below, and Client shall pay undisputed invoices within the payment period specified.

Payment Schedule: . Invoices shall be issued by Service Provider and due within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of per month (or the maximum lawful rate if lower). In addition, Client shall pay a late fee of for each invoice outstanding more than days.

Reimbursable Expenses: Expenses are reimbursable per prior written authorization. If checked, provide details:

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay for Services performed and reimbursable expenses incurred up to the effective date of termination.

Confidentiality

Each Party shall hold in confidence all non-public information disclosed by the other Party 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"). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it with at least the same degree of care as its own confidential information, but in no event less than reasonable care.

Confidentiality Obligations shall survive termination of this Agreement for years, provided that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Exceptions include information that becomes publicly available other than by breach, is already rightfully known, or is independently developed.

Indemnification & Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from breach of confidentiality, personal injury or indemnified third-party claims, neither Party's aggregate liability shall exceed the total fees paid by Client to Service Provider under this Agreement during the 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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or written change orders signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. No modification or waiver shall be effective unless in writing and signed by both Parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now