Business Services Phoenix

Business Services Phoenix - Business Services Agreement

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into by and between Client Name: with principal address at and Service Provider Name: with principal address at .

Effective Date: .

Recitals

WHEREAS, Client requires specialized business services including but not limited to operational consulting, project management, and process implementation to support Client's business objectives; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform such services in a professional manner and is willing to perform the services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

Scope of Work

Service Provider shall perform the services described above in a timely manner, in accordance with the schedule set forth in the Scope of Work, and in compliance with all applicable laws and regulations. Any change to the Scope of Work that materially affects cost or schedule must be approved in writing by both parties.

Payment Terms

Any undisputed amount not paid when due shall bear interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law. Additionally, Service Provider may assess a late fee of of the overdue amount for each month past due.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Discloser) and shall use such Confidential Information solely for the performance of this Agreement. "Confidential Information" includes business plans, financial information, trade secrets, client lists, and other nonpublic information disclosed in writing or that reasonably should be understood to be confidential.

The obligations under this section do not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully in Recipient's possession prior to disclosure by Discloser; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives Discloser prompt notice to seek protective relief.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable law and the limitations set forth herein.

Limitation of Liability

Except for liability arising from negligence resulting in personal injury, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

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 agree to attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with commercially reasonable procedures agreed by the parties.

Entire Agreement; Amendments

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

Notices

Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail with first-class postage prepaid, or upon confirmed electronic delivery where agreed by the parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with the sale of substantially all of its assets. The provisions of this Agreement that by their nature survive termination shall remain in effect. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Administrative Information

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