Business Services LLC Agreement

BUSINESS SERVICES LLC AGREEMENT

This Business Services LLC Agreement ("Agreement") is made effective as of between Client Name: (the "Client"), with principal place of business at , and Service Provider Name: (the "Provider"), a limited liability company organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, the Client requires certain business services as described below, and desires to procure those services from the Provider on the terms and conditions set forth in this Agreement;

WHEREAS, the Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to the Client pursuant to the terms set forth herein;

WHEREAS, the parties desire to set forth their entire agreement regarding the relationship, services, compensation, confidentiality, and other terms and conditions applicable to the engagement.

SCOPE OF WORK

The Provider shall perform the services described above in a professional and timely manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work. Any material change to the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule and are payable within days from invoice date. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law. In addition, the Provider may assess a late fee of USD for past-due invoices once per invoice period.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Either party may terminate without cause upon providing the notice period set forth above. Termination shall not relieve the Client of the obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other 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, client lists, pricing, trade secrets, technical information, and financial data.

Each party shall: (a) protect and not disclose the other party's Confidential Information except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) return or destroy Confidential Information upon termination or written request. The obligations in this section shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all work product, deliverables, inventions, and materials created by the Provider specifically for the Client under this Agreement shall be deemed "Work Product" and assigned to the Client upon full payment. The Provider retains the right to use general skills, know-how, and methodologies developed during the engagement, provided no Confidential Information or Work Product of the Client is disclosed or used in violation of this Agreement.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against claims arising from the indemnifying party's breach of this Agreement or gross negligence or willful misconduct. Except for liability arising from breaches of confidentiality or willful misconduct, neither party's aggregate liability for any claim arising under this Agreement shall exceed the amounts actually paid by the Client to the Provider under this Agreement during the preceding twelve (12) months.

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

Independent Contractor: The Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. The Provider is responsible for all taxes, withholdings, and other statutory obligations.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as either party may designate in writing.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

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