Business Services KET

Business Services KET

This Business Services Key Engagement Terms (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Client requires business services including consulting, project execution, and deliverable development as described in this Agreement; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform the required services and desires to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the key engagement terms, including scope, payment, confidentiality, and termination provisions.

Scope of Work

Service Provider will perform the services described below. The Scope of Work sets forth tasks, deliverables, acceptance criteria, and any milestones. Changes to the Scope of Work must be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Provider will submit invoices itemizing services and expenses. Client shall pay invoices within days of receipt unless a good-faith written dispute is timely delivered. Disputed amounts must be identified in writing and accompanied by supporting information.

Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or % per month, compounded monthly. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and shall continue 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 for material breach upon written notice if the breaching party fails to cure the breach within days after receipt of notice.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections entitled Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is lawfully obtained from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or valid court order, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid to Provider under this Agreement in 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 law principles. The parties agree that venue for any dispute shall be the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any signed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a change of control. If any provision is held unenforceable, the remainder will remain in full force and effect.

Acknowledgment

By signing below, each party represents that it has the authority to enter into this Agreement, that the signatory is authorized to bind the party, and that the party has read, understood, and agrees to all terms contained herein.

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