Business Services Newmar

Business Services Agreement — Newmar

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, operational support, and related services and possesses professional experience and qualifications to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider a total fee of $ for the Services described herein, subject to the following payment schedule and conditions.

Invoices shall be due and payable within days of the invoice date. Unpaid amounts shall incur a late fee of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance until paid in full.

Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Unless otherwise agreed in writing, fees do not include applicable taxes, which shall be the responsibility of Client.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, 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 does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

The receiving party shall: (i) use Confidential Information only for the performance of this Agreement; (ii) limit disclosure of Confidential Information to employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information within days and certify such return or destruction in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve a dispute by negotiation within thirty (30) days, either party may pursue any remedies available at law or in equity.

Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider shall be responsible for all taxes and employment-related obligations arising from performance of the Services. Service Provider shall maintain appropriate insurance coverage for the Services and shall provide certificates upon request.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits. Except as otherwise provided, each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the six (6) month period preceding the claim.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended or modified only by a written instrument signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above (or to such other address as a party may designate by notice). Notices shall be deemed effective upon receipt.

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