Business Services OSL Agreement

Business Services OSL Agreement

This Business Services OSL Agreement ("Agreement") is made effective as of (Effective Date), by and between ("Client"), and ("Service Provider").

WHEREAS

WHEREAS, the Service Provider is regularly engaged in providing specialized business services, including operations, system, and logistics advisory services, and has represented that it possesses the necessary skill, personnel, and resources to perform the services described herein; and

WHEREAS, the Client desires to retain the Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and the Service Provider desires to accept such engagement; and

WHEREAS, the parties intend for this Agreement to define the obligations, payment terms, confidentiality protections, and other key terms governing their relationship.

Scope of Work

The Service Provider shall perform the services described below and such other services as the parties may agree in writing. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

The Client shall pay the Service Provider the fees and expenses as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted in writing to the Client’s billing contact. Unless otherwise agreed in writing, payments are due within days of invoice receipt. Late payments shall bear interest at the lesser of per month (18% per annum) or the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs and legal fees incurred by Service Provider in enforcing payment obligations.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement without cause by providing the other party with no less than days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, the Service Provider shall cease performance and deliver to Client all completed work and any work in progress for which Client has paid. Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination, subject to any setoffs or credits expressly provided in this Agreement.

Confidentiality

"Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written or electronic, 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 excludes information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need such information to perform the receiving party’s obligations and who are bound by confidentiality obligations no less protective than those contained herein. The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Representations, Warranties and Limitations

Each party represents and warrants that it has the full corporate right, power, and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with applicable industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable for any indirect, incidental, special or consequential damages arising out of or related to this Agreement, and each party’s aggregate liability shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

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 in writing. Notice shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, and other statutory obligations applicable to its performance under this Agreement.

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