Business Services Elite Agreement

Business Services Elite Agreement

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform premium business services, including advisory, operational, and implementation work as further described below; and

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, and resources necessary to perform such services in a timely and competent manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the services on the terms and conditions contained in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description is intended to define the primary obligations of Service Provider; details, milestones, and acceptance criteria shall be set out in writing and attached as exhibits when applicable.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the performance of the services. All fees are due in accordance with the payment schedule and are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Late payments will accrue a late fee of on outstanding balances, or the maximum permitted by law, whichever is less. Unless otherwise agreed, invoices are payable within days of receipt.

TERM AND TERMINATION

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

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

Upon termination, Service Provider shall deliver to Client all completed work and reasonable work in progress for which Client shall pay on a pro rata basis for services rendered through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive confidential and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) maintain the confidentiality of such information using at least the same standard of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose such information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) use the confidential information only for the purpose of performing its obligations under this Agreement.

The confidentiality obligations shall survive for a period of from the termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in and to any methodologies, tools, templates, or pre-existing intellectual property used or developed in the performance of services. Client shall own and Service Provider shall assign to Client all right, title and interest in deliverables specifically created for Client under this Agreement and paid for in full, subject to Service Provider's retention of moral rights and pre-existing materials. The parties shall execute any documents reasonably necessary to effect such assignment.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND A PARTY'S LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD 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 State of , without regard to its conflict of law principles.

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 a party may specify in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement will not constitute a waiver of that right or remedy.

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