Business Services RLI

Business Services RLI

Parties

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Recitals

WHEREAS, Client seeks specialized business services consisting of advisory, implementation, and operational support as further described below; and

WHEREAS, Service Provider represents that it possesses the qualifications, experience, and personnel necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the services to be provided and the consideration to be paid therefor.

Scope of Work

Payment Terms

Total Fee:   Currency:

Deposit Amount (if any):   Balance Due Within: days of invoice

Late Payment: Unpaid amounts shall accrue interest at the rate of per month (or the maximum rate permitted by law), plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days following written notice.

Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for any non-cancellable obligations incurred on Client's behalf.

Confidentiality

Definition: "Confidential Information" means business, technical, financial and other non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") either orally or in writing, whether marked confidential or not, including trade secrets, pricing, customer lists and business plans.

Obligations: Receiving Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable standard of care; and (iii) not disclose Confidential Information to any third party except as required to perform obligations under this Agreement or as compelled by law, provided that Receiving Party promptly notifies Disclosing Party where permitted to allow Disclosing Party to seek protective relief.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, is rightfully received from a third party without restriction, or is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Survival: The confidentiality obligations survive termination of this Agreement for a period of years.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee or agency relationship. Each party shall comply with applicable laws and shall obtain all permits and licenses required to perform its obligations.

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. Venue for any dispute shall lie in the state or federal courts located in the county where the Service Provider's principal place of business is located, unless the parties otherwise agree in writing.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement and that its performance will not violate any agreement with third parties. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of days following completion.

Notices

Entity Type

Client Entity Type: Sole Proprietor Corporation LLC Partnership Other

Provider Entity Type: Sole Proprietor Corporation LLC Partnership Other

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of subsequent breaches.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor by merger or sale of substantially all its assets.

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