Business Services KJA

Business Services KJA

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

WHEREAS

WHEREAS, Service Provider is in the business of providing business services, consulting, and related deliverables as further described below; and

WHEREAS, Client desires to engage Service Provider to perform services described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

1. Scope of Work

Service Provider shall perform the services and deliverables described below (the "Services"). Service Provider shall use commercially reasonable efforts to perform the Services in a professional manner and in accordance with industry standards.

2. Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and other terms specified. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due and payable within days of Client's receipt of a properly submitted invoice. Payments not received within the foregoing period shall accrue a late fee of % per month (or the maximum permitted by law, if less), computed monthly on the outstanding balance.

ACH / Bank Transfer    Check    Credit Card

3. Term and Termination

This Agreement shall commence on and shall 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 material breach by the other party that remains uncured for fifteen (15) days after written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes publicly known through no fault of the receiving party, is independently developed by the receiving party, or is rightfully received from a third party without restriction. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction.

5. Independent Contractor; Compliance

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance, and other obligations of an independent contractor. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising out of this Agreement.

9. Entire Agreement; Amendment

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings, and communications. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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