Business Services JHO

BUSINESS SERVICES JHO

Parties

This Business Services Agreement (the Agreement) is made effective as of between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, operational support, and project execution as described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing their relationship.

Scope of Work

Service Provider shall perform the services described below for Client in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the following terms.

Late Payment: Unpaid amounts shall accrue a late fee equal to on the outstanding balance, or the maximum permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and the breach remains uncured for a period of days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed work and all Client property; Client shall pay Service Provider for all work performed through the effective termination date, including any non‑cancelable commitments incurred by Service Provider.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public information disclosed in any form that is designated 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: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to 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 (c) use 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: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with any efforts to limit disclosure.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that it has done so.

Indemnification and Limitation of Liability

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability for damages under this Agreement shall exceed the total amount paid by Client to Service Provider under this Agreement in the six (6) 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables to a financing party without consent.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Delivery may be by hand, certified mail, or reputable overnight courier.

Sign Now