Business Services Estes Lexington

Business Services Estes Lexington

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

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional business services, including but not limited to consulting, strategy, and implementation services as further described below; and

WHEREAS, Client desires to retain Provider, and Provider agrees to perform those services for Client, on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the full understanding between them with respect to the Services and to supersede any prior agreements or understandings.

1. SCOPE OF WORK

2. PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated.

Provider will submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall incur interest at a rate of or the maximum rate permitted by law, whichever is lower, plus reasonable collection costs.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Sections concerning payment, confidentiality, indemnification, and governing law shall survive termination or expiration of this Agreement.

4. CONFIDENTIALITY

"Confidential Information" means all information disclosed by a disclosing 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, including business plans, financial data, customer information, software, and trade secrets.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided prompt notice is given to the disclosing party to seek protective measures.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Provider retains all right, title and interest in materials, methodologies, tools, templates, and intellectual property that are not specific to Client's confidential information. Any preexisting intellectual property of either party remains the sole property of that party.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, neither party's liability shall exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

7. TAXES

All fees payable under this Agreement are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other similar taxes, excluding taxes based on Provider's net income. If Provider is required to collect or pay any taxes, the amount shall be invoiced to Client unless Client provides a valid exemption certificate.

8. NOTICES

9. 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.

10. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remainder shall remain in full force. Headings are for convenience only and do not affect interpretation.

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