Business Services Lake Shore

BUSINESS SERVICES LAKE SHORE

Parties and Contact Information

Service Provider:    Address:

Client Name:    Address:

Service Provider Contact:    Phone/Email:

Client Contact:    Phone/Email:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and project management related to operations and development in the Lake Shore area; and

WHEREAS, Client desires to engage Service Provider to perform services as set forth below, and Service Provider agrees to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the work described above in a professional manner consistent with industry standards. Any change to the scope shall be made only by written change order signed by both parties. Deliverables, acceptance criteria, and milestones shall be set forth in the Scope of Work or in attached schedules incorporated by reference.

Payment Terms

Deposit due upon execution: . Subsequent milestone payments or invoiced amounts shall be paid in accordance with the Payment Schedule above. Invoices shall be submitted by Service Provider and paid by Client within days of receipt of a proper invoice.

Late payments shall incur a late fee of % per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach of this Agreement that remains uncured for a period of thirty (30) days following written notice of the breach.

Upon termination, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination, calculated pro rata where applicable. Sections regarding confidentiality, indemnification, and governing law shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually or in writing, 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. Confidential Information includes, without limitation, business plans, financial information, customer lists, and technical information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information only for the performance of its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without access to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and liability resulting from a party's gross negligence or willful misconduct, neither party shall be liable for consequential, special, incidental, punitive, or indirect damages, and each party's aggregate liability shall be limited to the amounts actually paid under this Agreement in the twelve (12) month period preceding the claim.

Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, agency, or partnership relationship between the parties. Service Provider shall be responsible for all taxes and insurance related to its performance. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided and upon request provide certificates of insurance to Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that jurisdiction.

Entire Agreement; Amendments

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

Severability and Notices

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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