Business Services Quiamco

BUSINESS SERVICES QUIAMCO - BUSINESS SERVICES AGREEMENT

Effective Date:

Parties

Service Provider:

Recitals (Whereas)

WHEREAS, Service Provider is duly organized and engaged in providing professional business services, consulting, and implementation support in areas including operations, systems, and workflow optimization;

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

WHEREAS, the parties intend that the terms of this Agreement govern the scope, compensation, confidentiality, and allocation of rights with respect to the services to be provided;

Scope of Work

Service Provider shall perform the services described below. The parties acknowledge that changes to scope shall be made only by written amendment signed by both parties.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be payable within days of receipt, unless a different term is agreed in writing.

Late Payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law, and Client shall be responsible for all reasonable collection costs and expenses.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this section.

Commencement Date:

Termination: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach.

Effect of Termination: Upon termination, Service Provider shall deliver any completed work and Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Each party (the "Recipient") shall hold in confidence all non-public, confidential, or proprietary information disclosed by the other party (the "Discloser") that is designated confidential or that by its nature should reasonably be understood to be confidential ("Confidential Information"). Recipient shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement.

Exceptions: Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the Recipient, (b) is rightfully received by Recipient from a third party without restriction, (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is required to be disclosed by law, regulation, or a valid order of a court or governmental authority, provided Recipient gives prompt written notice to Discloser to permit protective measures.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing deliverables, methodologies, tools, and intellectual property. Client is granted a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment of fees. Any new intellectual property created specifically for Client and identified in a written amendment shall be treated as set forth in that amendment.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Exclusive jurisdiction for disputes shall be in courts of that state unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, together with any Schedules or written amendments signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendments to this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed in this Agreement or to such other address as either party may designate by written notice.

Sign Now