Business Services Platinum Access

Business Services Platinum Access

This Business Services Platinum Access Agreement (the Agreement) is entered into by and between Service Provider Name: and Client Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Service Provider operates a business that delivers premium business support services, including but not limited to strategic advisory, priority client support, prioritized onboarding, and access to exclusive resources; and

WHEREAS, Client desires to obtain and Service Provider agrees to provide the Business Services Platinum Access package under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Agreement define the scope, payment, confidentiality, term and termination, and other material terms of their relationship.

Scope of Work

Service Provider shall deliver the services described below (collectively, the Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and the level of access and priority described as "Platinum Access."

Payment Terms

Client shall pay Service Provider the fees for the Services as set forth below. All payments shall be in United States dollars unless otherwise agreed in writing. Fees do not include taxes, duties or similar governmental charges for which Client is responsible.

Late payments shall incur interest computed at the greater of (a) % per month or (b) a flat fee of $ for each missed payment, beginning on the date such payment is due until paid in full. Client shall also be responsible for all reasonable collection costs and legal fees incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within 30 days of receiving written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay fees earned and unrecoverable costs incurred prior to termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information solely for performance or receipt of the Services; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall not apply to information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is independently developed without use of the disclosing party's Confidential Information, (iii) is rightfully received from a third party without restriction, or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

Representations, Warranties and Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement. Service Provider warrants that it will perform the Services in a competent and professional manner. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if mutually agreed; otherwise the parties submit to the exclusive jurisdiction of the courts located in the county of the governing state.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification shall be effective only if in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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