Business Services Principal

BUSINESS SERVICES PRINCIPAL AGREEMENT

This Business Services Principal Agreement (the "Agreement") is made effective as of between Principal Name: with address (hereinafter "Principal"), and Service Provider Name: with address (hereinafter "Provider").

WHEREAS

WHEREAS, Principal engages in business activities that require the procurement of specialized services in the area identified in the Scope of Work; and

WHEREAS, Provider represents that it has the experience, qualifications, and personnel necessary to perform the services described in this Agreement and agrees to perform such services as an independent contractor under the terms set forth herein; and

WHEREAS, Principal wishes to retain Provider, and Provider wishes to perform those services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Principal shall pay Provider the total compensation set forth below in consideration for Provider's performance of the Scope of Work. Payment terms are as follows:

All invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. Principal shall make payments in accordance with the Payment Schedule. Provider may suspend performance if payment is more than days overdue, provided Provider has given seven (7) days' prior written notice of intent to suspend and allowed Principal the opportunity to cure.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Principal of its obligation to pay for services rendered and non-cancellable commitments incurred prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, including business plans, technical data, trade secrets, and customer information. The receiving party shall:

1. Use Confidential Information solely for the purposes of performing under this Agreement;
2. Not disclose Confidential Information to any third party except employees, contractors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein;
3. Take reasonable measures to protect Confidential Information from unauthorized disclosure; and
4. Return or destroy Confidential Information upon termination or written request, except to the extent retention is required by applicable law or for archival compliance.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

OTHER PROVISIONS

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from payments made hereunder.

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

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, or consequential damages. The aggregate liability of either party arising from or relating to this Agreement shall not exceed the total compensation paid by Principal to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that 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 hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

All 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 may designate by notice. Notices shall be deemed given upon personal delivery, one (1) business day after sending by reputable overnight courier, or three (3) business days after deposit in the mail, postage prepaid, certified or registered.

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