Business Services Eternity

Business Services Eternity

This Business Services Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, strategy, operations, and implementation; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider desires to provide such services to Client.

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

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services will be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As full compensation for the Services rendered under this Agreement, Client shall pay Service Provider as set forth below. All fees are stated in United States dollars unless otherwise specified.

Client shall reimburse Service Provider for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services. Service Provider shall submit itemized invoices with supporting documentation for such expenses. Unless otherwise stated, payments are non-refundable.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other 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 includes business plans, customer lists, pricing, trade secrets, methodologies, and technical data.

Each party agrees (a) to hold the other party’s Confidential Information in strict confidence and to use it only as necessary to perform its obligations under this Agreement; (b) not to 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 at least as protective as those in this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. The foregoing obligations shall not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully in the receiving party’s possession prior to receipt from the disclosing party, (iii) is lawfully obtained by the receiving party from a third party without restriction, or (iv) is independently developed by the receiving party.

Upon termination of this Agreement, each party shall return or destroy all Confidential Information of the other party and provide written certification of such return or destruction upon request. Confidentiality obligations under this Section shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property, methodologies, templates, and tools. Client shall own all deliverables specifically developed for Client under this Agreement upon full payment of all fees due hereunder. Service Provider hereby grants Client a non-exclusive, perpetual, worldwide license to use deliverables for its internal business purposes. Service Provider may retain copies of deliverables for recordkeeping and portfolio purposes, subject to the confidentiality obligations in this Agreement.

6. Representations, Indemnification and Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments referenced herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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