Business Services Official Contract

BUSINESS SERVICES OFFICIAL CONTRACT

Parties and Recitals

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

WHEREAS, Client desires to engage Provider to perform certain business services described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Provider shall perform the services described below (collectively, the "Services"). Provider shall perform the Services in a professional, workmanlike manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees and expenses set forth in this section. All fees are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

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

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Miscellaneous provisions shall survive termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other 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 generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure without restriction; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall continue for years from the date of disclosure, except with respect to trade secrets where protection shall continue as long as the information remains a trade secret under applicable law. The parties acknowledge that monetary damages may be inadequate and that the disclosing party is entitled to injunctive relief to enforce this Section.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from indemnification obligations, breach of confidentiality, or willful misconduct, neither party's aggregate liability for direct damages shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Representations; Independent Contractor

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider is engaged as an independent contractor and not as an employee, agent, or partner of Client. Provider shall be solely responsible for withholding and paying any taxes, contributions, or benefits required by law for Provider's personnel.

Independent Contractor: Provider affirms that it will perform services as an independent contractor.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice to the other.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the governing state, and each party consents to the exclusive jurisdiction and venue of such courts.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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