Business Services fasoli

Business Services fasoli

This Business Services Agreement (the "Agreement") is entered into by and between the parties identified below on the Effective Date set forth herein.

Parties and Effective Date

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including, but not limited to, consulting, operational support, marketing strategy, and administrative services; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their complete agreement in writing.

Scope of Work

Service Provider shall perform the services described below for Client. The scope of work shall include the tasks, deliverables, milestones, and performance standards set forth herein and in any statement of work executed by the parties.

Payment Terms

Client shall pay Service Provider the amounts and in the manner set forth below. All payments are due in United States Dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below and Service Provider may suspend performance until past due amounts are cured.

Term and Termination

This Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach that is not cured within the notice period specified above, or immediately for cause if a party engages in fraud, gross negligence, or willful misconduct. Termination shall not relieve Client of the obligation to pay for Services performed prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether marked 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, financial data, customer lists, pricing, trade secrets, and technical information.

Receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully known to receiving party prior to disclosure, (iii) is lawfully obtained from a third party without restriction, or (iv) is independently developed by receiving party without use of Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of or in connection with this Agreement.

Representation and Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from losses arising from Client's breach of this Agreement, misuse of deliverables, or violations of law.

Entire Agreement

This Agreement, including all exhibits and any statements of work executed under it, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision is found invalid, the remaining provisions shall remain in full force and effect.

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