Business Services GTPP Template

BUSINESS SERVICES GTPP TEMPLATE

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the professional business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth below, and Service Provider agrees to provide those services pursuant to this Agreement; and

WHEREAS, the parties intend for this Agreement to establish the general terms, pricing, performance standards, and dispute resolution framework governing the relationship between them.

SCOPE OF WORK

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Deliverables shall be deemed accepted by Client upon written acceptance of each deliverable or, if no written acceptance is provided, upon the earlier of (i) the expiration of the applicable acceptance period specified in the Scope of Work, or (ii) substantial use of the Deliverable by Client.

PAYMENT TERMS

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law.

All fees are exclusive of taxes, duties, and similar charges; Client shall be responsible for payment of all applicable sales, use or other taxes, unless Service Provider is required to collect such taxes by law and provides documentation of exemption.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and shall return or destroy Confidential Information as provided below.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, was already known to the receiving party without restriction at the time of disclosure, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by obligations of confidentiality no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and tools. Subject to Client's payment in full of all amounts due, Service Provider assigns to Client all right, title and interest in Deliverables prepared specifically for Client under this Agreement. Service Provider may retain copies for its records and portfolio subject to confidentiality obligations.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, and except for indemnification obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement in the preceding twelve (12) months.

Each party shall indemnify and hold harmless the other from and against third-party claims arising from that party's gross negligence or willful misconduct in performing its obligations under this Agreement, provided the indemnified party provides prompt written notice and reasonable cooperation in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation between senior executives. If negotiation fails, the parties may pursue any remedy available at law or equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Schedules and Statements of Work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals, and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above or to such other address as either party may specify in writing.

ADDITIONAL PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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