Business Services PS Bundle

BUSINESS SERVICES PS BUNDLE

Agreement Date:

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform professional business services described herein; and

WHEREAS, Service Provider Name: has the expertise and agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing the engagement.

Scope of Work

Service Provider shall perform the professional services set forth below in a diligent and workmanlike manner consistent with industry standards. The parties may amend the scope only by written change order signed by authorized representatives.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are stated in the currency indicated and are exclusive of taxes unless otherwise stated.

Payment Basis: Fixed Fee Time & Materials

Late Payment: Any undisputed amount not paid within the agreed invoice terms shall accrue interest at a rate of % per month, or the maximum permitted by law, whichever is less. Service Provider may suspend performance for unpaid invoices after providing ten (10) days' written notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination and for any non-cancellable obligations properly incurred prior to termination.

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. Confidential Information does not include information that is (i) public through no breach by the receiving party; (ii) known to the receiving party prior to disclosure without confidentiality obligation; (iii) rightfully received from a third party without restriction; or (iv) independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Required disclosures by law shall be preceded by prompt notice to the disclosing party to allow for protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing materials, tools, and methodologies. All deliverables created specifically for Client in the performance of Services ("Work Product") shall be assigned to Client upon full payment; provided, however, that Service Provider retains a royalty-free, non-exclusive license to use general knowledge and skills, and retains ownership of any underlying proprietary tools or general purpose know-how embedded within the Work Product.

Liability; Insurance

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability for claims arising out of this Agreement shall be limited to the total fees paid to Service Provider under this Agreement in the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages.

Service Provider shall maintain insurance customary for the services provided, including professional liability and general commercial liability in commercially reasonable amounts, and shall provide certificates upon reasonable request.

Independent Contractor; Assignment

Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be responsible for all taxes and withholdings. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, pandemics, terrorism, strikes, or government action, provided that the affected party uses commercially reasonable efforts to resume performance.

Notices

All notices must be in writing and delivered to the addresses below (or such other address as a party designates by written notice). Notices are effective upon receipt.

Governing Law; Entire Agreement

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 disputes arising under this Agreement.

This Agreement, including all exhibits and written amendments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any amendment must be in writing and signed by both parties.

Severability and Waiver

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect and the parties shall negotiate a substitute provision. Failure to enforce any provision shall not be construed as a waiver of that provision.

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