Business Services Kesti

Business Services Kesti

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business services relating to operations, consulting, project management, and other professional services described herein; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and ability to perform the services in a competent and professional manner; and

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for services performed as follows:

Invoices shall be issued by Service Provider and are payable within days of receipt, unless otherwise agreed in writing.

Late payments shall bear interest at % per month (or the maximum rate permitted by law, if lower), calculated monthly on the outstanding balance.

Wire transfer    Credit/debit card    Check

TERM AND TERMINATION

Term: This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon prior written notice of days to the other party.

Termination for Cause: Either party may terminate immediately for material breach by the other party that is not cured within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by a party relating to its business, operations, financials, customers, pricing, software, methodologies, or other proprietary information that is marked confidential or that a reasonable person would understand to be confidential.

Obligations: Each party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known prior to disclosure; (iii) is rightfully obtained from a third party not subject to an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

Remedies and Survival: The parties acknowledge that breach may cause irreparable harm and that monetary damages may be inadequate; injunctive relief shall be available in addition to other remedies. Confidentiality obligations shall survive termination of this Agreement for years.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Service Provider is solely responsible for federal, state, and local taxes, insurance, and other obligations.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

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