Business Services MPACT Group

Business Services MPACT Group

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

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services as described herein and Provider represents that it has the skill, experience, and qualifications necessary to perform such services in a professional manner; and

WHEREAS, Provider agrees to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth their entire understanding with respect to the subject matter hereof.

1. Scope of Work

Provider shall perform the services described above (the "Services") in a timely and professional manner consistent with industry standards. Provider shall supply qualified personnel, maintain adequate insurance, and comply with applicable laws in performing the Services.

2. Payment Terms

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt of a properly documented invoice. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law, calculated monthly and compounded monthly. Client shall also be responsible for reasonable collection costs and attorneys' fees for amounts past due.

3. Term and Termination

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

Either party may terminate this Agreement for material breach by the other party upon written notice specifying the nature of the breach and providing the breaching party a cure period of days to cure. If the breach is not cured within the cure period, the non-breaching party may terminate this Agreement immediately upon written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form, whether oral, written, electronic, or visual, 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, pricing, financial information, customer lists, technical data, and product plans.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information, (b) not use Confidential Information for any purpose other than performing under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as shown by reasonably documented evidence; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except to the extent any retention is required by applicable law or for archival purposes subject to continued confidentiality obligations.

5. Independent Contractor; Indemnification

Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency between the parties. Provider shall be responsible for all taxes and withholdings on its compensation.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement; provided, however, that neither party's indemnity obligations shall apply to the extent such claims arise from the other party's negligence or breach.

6. 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 any disputes arising under this Agreement.

7. Entire Agreement

This Agreement, together with any exhibits or attachments 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, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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