Business Services FIDUPAC Template

Business Services FIDUPAC Template

This Business Services Agreement (the Agreement) is entered into as of by and between:

Service Provider: , with principal place of business at

Client: , with principal place of business at

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to advisory, administrative, and compliance services described below; and

WHEREAS, Client desires to retain Service Provider to provide the services described in this Agreement, and Service Provider is willing to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to set forth the full terms governing the relationship between them.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws, regulations, and professional standards.

Payment Terms

Invoices issued by Service Provider are due within days of receipt, unless otherwise agreed in writing. Late payments shall bear interest at on the outstanding balance, compounded monthly.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services will be reimbursed by Client upon submission of supporting documentation.

Monthly    Upon completion of milestones as set forth in the payment schedule    Other:

Term and Termination

Term: 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 if the breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all services performed and authorized expenses incurred through the effective date of termination, and Service Provider shall deliver all work product completed to date.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) without the Disclosing Party's prior written consent. "Confidential Information" means non-public information disclosed in tangible or intangible form 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.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure. Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law in which case the Receiving Party shall continue to safeguard the Confidential Information consistent with this Section.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to deliverables and work product created specifically for Client under this Agreement, excluding Service Provider’s pre-existing materials, tools, templates, and methodologies (collectively, Provider Materials). Service Provider retains a non-exclusive, non-transferable license to continue to use Provider Materials.

Indemnification and Insurance

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of its negligent acts, omissions, or willful misconduct in connection with performance under this Agreement. Service Provider agrees to maintain, at its expense, commercial general liability and professional liability insurance in amounts customary for the industry and provide certificates of insurance upon request.

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.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in the county of the governing law state, with the prevailing party entitled to recover reasonable attorneys' fees and costs.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Warranties; Remedies

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Except for the express warranties set forth herein, the services are provided "as is" and neither party makes other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

The parties' remedies for breach are cumulative and the exercise of one remedy shall not preclude the exercise of others permitted by law or equity.

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 either party may designate by notice. Notices shall be delivered by hand, nationally recognized courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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