Business Services Premium

BUSINESS SERVICES PREMIUM

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic advisory, implementation, and managed operations; and

WHEREAS, Client desires to retain Service Provider to perform the premium services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, fees, confidentiality obligations, and other terms governing the professional relationship between them.

SCOPE OF WORK

Service Provider will provide the services and deliverables described below. The parties acknowledge that modifications to the scope may be made only by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due days from receipt. Late payments shall incur interest at the rate of % per month (or the highest rate permitted by law, if lower). Service Provider may suspend performance for invoices overdue by more than days after written notice.

Except as expressly stated, fees are exclusive of taxes, duties, and similar governmental assessments. Client is responsible for all applicable sales, use, and withholding taxes, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days of written notice of such breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and, where applicable, reasonable wind-down costs.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is designated as confidential or that, by its nature, should reasonably be considered confidential (Confidential Information). Recipient will: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach by Recipient; (ii) was known to Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt notice and cooperates in any lawful effort to limit the disclosure.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of tools, methodologies, templates, and pre-existing intellectual property. To the extent any deliverable contains Service Provider's pre-existing IP, Service Provider grants a perpetual, royalty-free license for Client's internal use.

INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

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

MISCELLANEOUS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Sign Now