Business Services HELED Template

Business Services HELED Template

This Business Services Agreement (the Agreement) is entered into as of the date of last signature below between:

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, analysis, and project management tailored to the Client's needs; and

WHEREAS, Client seeks to retain Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (USD) for the services described herein, subject to the payment schedule below.

Invoicing: Service Provider shall submit invoices to Client at the following billing address or contact:

Payment Terms: Client shall pay each undisputed invoice within days of the invoice date. Late payments shall incur interest at on the outstanding balance, compounded monthly to the maximum extent permitted by law.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to termination. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party that is not cured within 14 days after written notice of such breach. Remedies available under this Agreement are cumulative and in addition to any remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one 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.

Obligations: Receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations substantially similar to those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is already known by the receiving party without restriction, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of Confidential Information.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement solely for Client's internal business purposes. Service Provider retains all right, title and interest in pre-existing intellectual property and tools used in performing the services.

Third-Party Materials: If any deliverable incorporates third-party materials, Service Provider will disclose such materials and license terms and will obtain necessary rights for Client's permitted use.

INSURANCE; INDEPENDENT CONTRACTOR

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is responsible for all taxes and benefits for its personnel.

Insurance: Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed. Upon request, Service Provider shall provide proof of insurance to Client.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of either party arising from or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement will 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 set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when received.

MISCELLANEOUS

Severability: If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect and the unenforceable provision will be replaced by an enforceable provision that most nearly reflects the parties' intent.

Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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