Business Services Operation Template

Business Services Operation Template

This Business Services Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties"), effective as of Effective Date: .

Recitals

WHEREAS, the Service Provider is in the business of providing professional business operations, administrative support, and related services as described herein; and

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

WHEREAS, the Parties intend to define the scope, compensation, confidentiality obligations, duration and other material terms governing their relationship.

Scope of Work

The Service Provider shall perform the work and deliver the deliverables described below in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

The Client shall pay the Service Provider the fees and expenses set forth below in consideration for the Services. All amounts are in U.S. dollars unless otherwise stated.

Invoices are payable within days of the invoice date. Payments overdue beyond that period will incur a late fee of % per month or the maximum permitted by law, plus reasonable collection costs.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure within thirty (30) days after written notice of such breach. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic business, financial, technical, and other information disclosed by a Party to the other Party either directly or indirectly in writing, orally, or by inspection of tangible items. The receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is (i) publicly available without breach, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates reasonably with any efforts to limit disclosure.

Independent Contractor; Insurance; Indemnity

The Service Provider is an independent contractor and not an employee, agent, or legal representative of the Client for any purpose. The Service Provider shall maintain at its expense insurance coverage customary for the Services to be performed. Each Party shall indemnify, defend and hold harmless the other Party from and against claims arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct, subject to applicable law.

Change Orders; Modifications

Any changes to the Scope of Work, Fees, Schedule, or other material terms must be agreed in writing by authorized representatives of both Parties in a written change order signed by both Parties. No oral modification shall be effective.

Notices

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

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 laws principles. The Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the Parties cannot resolve a dispute within thirty (30) days, either Party may pursue any available legal or equitable remedies in courts of competent jurisdiction in the chosen state.

Entire Agreement

This Agreement, including all schedules and written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any inconsistency between this Agreement and a purchase order or other document shall be resolved in favor of this Agreement unless otherwise agreed in writing by both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign its rights or delegate its obligations under this Agreement without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes the obligations herein.

Entity Types (Select applicable)

Service Provider Entity Type: Sole Proprietor LLC Corporation Partnership

Client Entity Type: Sole Proprietor LLC Corporation Partnership

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