Business Services NSL

BUSINESS SERVICES NSL

This Business Services Agreement (the Agreement) is entered into by and between:

Service Provider Name:

Client Name:

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including strategic consulting, operational support, and related deliverables; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider agrees to perform such services pursuant to the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

Service Provider will perform the services and deliver the deliverables described below. All services will be performed in a professional manner in accordance with industry standards and the schedule agreed by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Service Provider shall invoice Client in accordance with the payment schedule. All fees are exclusive of taxes unless otherwise stated.

All undisputed invoices shall be paid within the period set forth in the Payment Schedule. Client shall notify Service Provider in writing of any disputed amounts within fourteen (14) days of receipt of an invoice. Late payments shall bear interest as set forth above and Service Provider may suspend performance if undisputed amounts remain unpaid more than thirty (30) days after invoice due date.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the completion of the Scope of Work or the End Date specified below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination. Upon termination, Service Provider shall deliver completed work and invoices for work performed through the termination date.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, customer lists, pricing, trade secrets, technical information, and financial data (Confidential Information).

The Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents, or subcontractors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

A breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate; accordingly, the Disclosing Party may seek injunctive relief in addition to any other remedy.

5. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months after its termination, neither party shall directly solicit for employment or engagement any person who is an employee, contractor, or consultant of the other party and who became known to the soliciting party as a result of performance under this Agreement. This restriction shall not apply to general solicitations not specifically directed at employees of the other party.

In the event of a violation of this Section, the non-breaching party shall be entitled to injunctive relief and to recover actual damages, including costs and reasonable attorneys' fees.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and reasonable costs (including attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, breach of confidentiality, or breach of the non-solicitation obligations, neither party shall be liable for consequential, special, indirect, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits and accepted statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. Any amendment or modification must be in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business.

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