Business Services Mixteco Template

Business Services Mixteco Template

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing community-focused business development, translation, outreach, and cultural liaison services tailored to Mixteco-speaking populations and has represented that it possesses the necessary expertise, personnel, and resources to provide such services; and

WHEREAS, Client desires to retain Service Provider to perform professional business services to assist Client in outreach, client engagement, translation, workshop delivery, and related business advising in Mixteco communities on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services rendered hereunder be performed as independent contracting services and that Service Provider shall not be deemed an employee of Client for any purpose.

Scope of Work

Service Provider shall perform the services described below. Deliverables, milestones, languages required, and performance standards should be specified by the parties. Service Provider shall perform services in a professional manner consistent with industry standards.

Payment Terms

In consideration for the services described in this Agreement, Client shall pay Service Provider as follows.

Invoices shall be due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest and fees as set forth below.

Client shall also reimburse Service Provider for reasonable out-of-pocket expenses pre-approved by Client in writing. All fees are exclusive of taxes for which Client is responsible.

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 convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Confidentiality

The parties acknowledge that in the course of performance they may disclose Confidential Information. "Confidential Information" means non-public information disclosed in any form that relates to business operations, client data, outreach lists, translation notes, proprietary methodologies, financial terms, or other sensitive information designated as confidential.

Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents or contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) use Confidential Information solely to perform under this Agreement. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

Confidentiality obligations shall survive termination of this Agreement for unless otherwise required by law or court order, in which case the receiving party shall provide prompt notice to the disclosing party where permitted.

Independent Contractor

Service Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Service Provider is responsible for all employment taxes, withholdings, and other statutory obligations applicable to its personnel.

Liability and Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from claims, damages, liabilities, and expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent performance of its obligations. Except for indemnification obligations, neither party's liability to the other for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. No party shall be liable for incidental, consequential, or punitive damages.

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 disputes arising out of this Agreement.

Notices

All 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 by written notice. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail with first-class postage prepaid, or one business day after delivery by reputable overnight courier.

Entire Agreement; Amendments

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

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid provision that most nearly effects the parties' original intent.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of signatures shall have the same force and effect as original signatures.

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