Business Services QEGS

BUSINESS SERVICES QEGS

Service Provider:

Service Provider Address:

Client Name:

Client Address:

WHEREAS

WHEREAS, Service Provider is in the business of providing professional business services including consulting, project management, and advisory work, and represents that it has the expertise, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement on the terms and conditions set forth below, and Service Provider is willing to perform such services for Client;

WHEREAS, the parties agree that the engagement shall commence effective as of (the Effective Date).

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses as set forth below. All fees are exclusive of applicable sales, use, value-added, or similar taxes, which shall be paid by Client where required.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, customer lists, trade secrets, technical data, and other proprietary information.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to employees, contractors, or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those set forth herein.

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 laws principles.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof 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 authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

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

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid or due to Service Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be effective upon receipt.

Sign Now