Business Services Platinum Template

BUSINESS SERVICES PLATINUM TEMPLATE

WHEREAS

WHEREAS, Service Provider Name: is duly organized and authorized to provide business consulting and professional services to commercial clients;

WHEREAS, Client Name: wishes to engage Service Provider to deliver the services described in this Agreement under the terms set forth below;

WHEREAS, the parties desire that this Agreement become effective as of Effective Date: .

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. Services shall include, without limitation, consulting, implementation, project management, and deliverables specified herein.

2. PAYMENT TERMS

If any undisputed amount is not paid within days following the invoice due date, the outstanding balance will incur a late fee of or the maximum lawful rate, whichever is lower.

Service Provider will be reimbursed for reasonable, pre-approved out-of-pocket expenses. Pre-approval must be in writing. Supporting receipts shall be provided with each invoice.

3. TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue until Termination Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client will pay Service Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations.

The obligations of confidentiality shall remain in effect for a period of years from the date of disclosure, except for trade secrets which shall remain protected for so long as they meet the legal definition of a trade secret.

Upon request or upon termination, the receiving party shall return or destroy Confidential Information within days and certify such destruction in writing if requested.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's willful misconduct or gross negligence in connection with this Agreement. Except for breaches of confidentiality, willful misconduct, or a party's indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is solely responsible for all employment taxes and benefits for its personnel. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

7. 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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate in writing.

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