Business Services PS-CL095

Business Services PS-CL095

This Business Services Agreement ("Agreement") is entered into by and between the parties set forth below as of the Effective Date. The parties agree as follows:

Parties

Recitals

WHEREAS, Service Provider possesses expertise and experience in providing business consulting, advisory, and implementation services; and

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

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider will perform the services described below (the "Services"). Service Provider agrees to furnish all labor, materials, equipment, and expertise necessary to perform the Services in a professional manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services as provided in this Section. All fees are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, payments shall be made to the account designated by Service Provider within thirty (30) days of Client's receipt of an accurate invoice.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

3. Term and Termination

This Agreement commences on the Effective Date and shall continue until the completion of the Services unless earlier terminated in accordance with this Section.

Effective Date: . Termination Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth below following written notice specifying the breach.

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

4. Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. "Confidential Information" includes non-public business, technical, financial, and customer information, but does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is obtained from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party and certify in writing that it has done so.

5. Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for all taxes and withholdings related to fees paid under this Agreement.

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietor / Individual

6. Warranties; Indemnification; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party agrees to indemnify, defend, and hold harmless the other party from claims, liabilities, losses, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt written notice and cooperation.

Except for breaches of confidentiality or a party's indemnification obligations, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration in the county of the governing law state unless the parties mutually agree otherwise.

8. Entire Agreement; Amendment

This Agreement, including any exhibits, schedules, and 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 must be in writing and signed by both parties.

9. Miscellaneous

Notices under this Agreement shall be delivered to the addresses set forth in the Parties section or to such other address as a party designates by written notice. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

Execution

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

Sign Now