Business Services Platform of Hope

BUSINESS SERVICES PLATFORM OF HOPE

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

Recitals

WHEREAS, Service Provider operates an integrated platform known as Platform of Hope that provides business support services, training, referral networks and technology tools designed to assist mission-driven enterprises and small businesses; and

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

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

Scope of Work

Service Provider shall provide the services, deliverables, and milestones described below. Service Provider will perform the services with commercially reasonable skill and care and in accordance with applicable standards in the industry.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following terms:

All fees are exclusive of applicable taxes. Service Provider may suspend performance if Client fails to pay undisputed invoices within thirty (30) days after the invoice due date, subject to the Termination provisions below.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon written notice 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.

Upon termination, Client shall pay Service Provider for all work performed and reasonably incurred, non-cancellable obligations through the effective date of termination. Sections relating to payment, confidentiality, indemnification and limitation of liability survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, was known to the receiving party prior to disclosure, or was rightfully received from a third party without restriction.

Upon written request or upon termination, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law or reasonable archival backup procedures.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law

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 consent to the exclusive jurisdiction and venue of state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any Statements of Work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No 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 contact information set forth below or such other address as a party may designate in writing in accordance with this provision. Notices shall be deemed effective upon receipt.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party except that Service Provider may assign this Agreement in connection with a merger, consolidation or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership or joint venture between the parties.

Sign Now