Business Services LP Agreement

BUSINESS SERVICES LP AGREEMENT

This Business Services LP Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client is a limited partnership organized and existing under the laws of and operates businesses requiring specialized services described below; and

WHEREAS, Service Provider has the experience, personnel, and resources to perform the services set forth in this Agreement and is willing to provide such services to Client on the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws, regulations, and Client policies provided to Service Provider in writing.

PAYMENT TERMS

Invoices shall be issued by Service Provider as specified in the Payment Schedule. Client shall remit payment within days of receipt of a correct invoice. Payments not received within that period shall incur a late fee of per month on the outstanding balance, calculated from the date payment was due, together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

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

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not use or disclose Confidential Information of the other party (Discloser) except to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction prior to disclosure; (b) is or becomes public through no fault of Recipient; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of Discloser's Confidential Information.

Recipient shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information as required by law or court order, provided Recipient gives Discloser prompt notice and cooperates in seeking protective measures.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of Confidentiality or intellectual property rights, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage, including workers' compensation, commercial general liability, and professional liability where applicable, in amounts appropriate for the services performed. Upon reasonable request, Service Provider shall 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 conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor-in-interest without Service Provider's consent.

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