Business Services NQR

Business Services NQR

Step 1 — ANALYZE

Document type: This instrument is a bilateral Business Services Agreement labeled "NQR" (Non-Qualified Relationship) intended to memorialize the engagement of one party to perform business services for another where the parties expressly acknowledge that the arrangement does not create a partnership, joint venture, or agency unless otherwise set forth.

Typical sections: The real-world Business Services NQR contains (a) identifying information for the parties and an effective date; (b) WHEREAS recitals setting context and intent; (c) a detailed Scope of Work defining deliverables and milestones; (d) Payment Terms including amounts, schedule and remedies for late payment; (e) Term and Termination provisions with notice requirements; (f) confidentiality and data protection clauses; (g) liability allocation and indemnification; (h) governing law and dispute resolution; and (i) an entire agreement clause and signatures for both parties.

Required elements for this form: substantive WHEREAS recitals (2–3), a full Scope of Work field for detailed description, payment fields (amount, schedule, late fee), explicit term and termination dates and notice period, a non‑disclosure/confidentiality clause with duration, governing law selection, an entire agreement clause, and signature lines for two parties (Client and Service Provider).

Agreement — Parties and Effective Date

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has the capability and capacity to perform such services under the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, term, confidentiality measures and other material terms of their engagement and to confirm that the relationship is limited to the provision of services and does not constitute a partnership or joint venture.

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

1. Scope of Work

Service Provider shall perform the services described above in a professional, workmanlike manner consistent with industry standards and shall provide written progress reports upon Client request. Any change to the Scope of Work that materially affects compensation or schedule must be agreed in writing by authorized representatives of both parties.

2. Payment Terms

Invoices are payable within days of receipt. Payments shall be made in U.S. dollars unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of % per month or the maximum permitted by applicable law and Client shall be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in oral, written or electronic form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) limit disclosure to those employees, contractors, and advisors with a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidentiality Duration (in years): . Exceptions include information that is independently developed, becomes publicly available other than through breach, or is required to be disclosed by law or court order (in which case the receiving party shall provide prompt notice where permitted).

5. Liability and Indemnification

Each party's liability for direct damages arising from this Agreement shall be limited to the amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability, except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, for which no limitation applies. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligence or willful misconduct in performing the services.

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 resolution of disputes.

7. Entire Agreement; Amendments

This Agreement, including any exhibits or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or purchaser of substantially all assets, provided the assignee assumes the obligations herein.

Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective party and that the party will be bound by its terms.

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