Business Services Guide

Business Services Guide

This Business Services Guide (the "Guide") establishes the terms, scope, and administrative procedures under which services will be provided by the Provider to the Client. Provider Name: Client Name: Effective Date:

WHEREAS

WHEREAS, the Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and related deliverables; and

WHEREAS, the Client desires to retain Provider to perform certain services described in this Guide and Provider agrees to provide such services under the terms set forth herein.

WHEREAS, the parties intend this Guide to govern the relationship and to reflect expectations regarding scope, schedule, fees, confidentiality, and risk allocation.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the services described in this Guide shall be as follows. Total Contract Amount: $

Invoices will be submitted in accordance with the Payment Schedule. Payments are due within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of (i) an annual rate of % per month or (ii) the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Reimbursable expenses (travel, materials, third-party fees) must be pre-approved in writing by the Client and will be invoiced separately. Expense billing method:

TERM AND TERMINATION

The term of this Guide shall commence on the Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon days' advance written notice. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Upon termination, Client will pay Provider for all services performed and authorized expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) use Confidential Information solely to perform obligations under this Guide, (ii) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Guide; (b) was known by Receiving Party at the time of disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used to perform the services. Subject to Client's timely payment in full of all amounts due, Provider assigns to Client all right, title and interest in and to Work Product created specifically for Client under this Guide. Provider may retain and use project methodologies, know-how, and general skills that do not disclose Client Confidential Information. Any open-source or third-party materials incorporated into a Work Product remain subject to their respective licenses.

LIMITATION OF LIABILITY & INDEMNITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Provider's aggregate liability for claims arising out of or relating to this Guide shall not exceed the total amounts actually paid by Client to Provider under this Guide in the twelve (12) months preceding the event giving rise to the claim.

Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of deliverables, Client data, or Client's breach of representations and warranties. Provider shall indemnify and hold Client harmless from third-party claims that Provider-delivered Work Product infringes a third party's issued patent, copyright, or trade secret, provided Provider is notified promptly and given control of defense and settlement, except that Provider shall have no obligation for infringement claims arising from Client modifications or combination with non-Provider materials.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Guide, including export controls, privacy laws, and employment laws. Neither party shall engage in discrimination, bribery, or other unlawful conduct in connection with this Guide.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Guide shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Guide.

This Guide, together with any exhibits, statements of work, or amendments expressly incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

ACKNOWLEDGMENT

The undersigned represent and warrant that they are authorized to enter into this Guide on behalf of the party they represent and that the information provided in this Guide is true and complete to the best of their knowledge.

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