Business Services ESF

Business Services ESF

RECITALS

This Business Services Engagement and Statement Form ("Agreement") is entered into effective as of , (Effective Date), by and between:

Client Name:

Service Provider:

WHEREAS, Client desires to engage Service Provider to provide the business services described herein under the terms and conditions set forth below; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to perform such services for compensation in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The scope may be modified only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Compensation: Client will pay Service Provider the fees set forth below for the full performance of the Scope of Work. All fees are payable in United States dollars unless otherwise agreed in writing.

Late Payments: Any amount not paid by the due date will accrue interest at the lesser of (i) % per month (annualized) or (ii) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to obtain past-due amounts.

TERM AND TERMINATION

Term: The term of this Agreement will commence on , and will continue until , unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice of breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination for any reason, Client will pay Service Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by either party, whether oral or written, 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.

Obligation: Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform or enforce this Agreement, and (iii) not disclose Confidential 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 herein. The foregoing does not limit disclosures required by law or court order, provided the disclosing party gives prompt written notice and cooperates with reasonable efforts to seek confidential treatment.

INTELLECTUAL PROPERTY & LICENSES

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, tools, templates, and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of all fees due. Any bespoke deliverable expressly assigned to Client must be specified in the Scope of Work.

INDEMNIFICATION & LIABILITY

Mutual Indemnity: Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party's aggregate liability shall exceed the total fees actually paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices are effective upon delivery by hand, overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder and that execution and performance will not violate any other agreement or applicable law.

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