Business Services RLS

BUSINESS SERVICES RLS

THIS BUSINESS SERVICES AGREEMENT (the Agreement) is entered into on this day of , by and between:

Client Name:    Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain the Service Provider to perform business services as described herein, and Service Provider has the experience and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and other terms contained in this Agreement.

1. PARTIES & CONTACT INFORMATION

2. SCOPE OF WORK

Service Provider shall perform the professional services described below (the Services) and such other services as the parties may agree in writing. The Services will be performed in a timely and professional manner in accordance with industry standards.

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Unless otherwise stated, fees are exclusive of taxes for which the Client is responsible.

Total Fee: $    Payment Schedule:

Invoices shall be delivered by Service Provider to Client and are due and payable within days of invoice date. Late payments shall incur a finance charge equal to % per month on the unpaid balance, or the maximum rate permitted by law, whichever is less.

All reasonable pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services shall be reimbursed by Client upon submission of supporting documentation.

4. TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and documented expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of accrued fees, and governing law shall survive termination.

5. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that is (i) or becomes publicly known through no breach by receiving party, (ii) rightfully received from a third party without breach, (iii) independently developed by receiving party without use of Confidential Information, or (iv) required to be disclosed by law or court order, provided receiving party gives prompt notice to the disclosing party and seeks confidential treatment.

6. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has authority to enter into this Agreement. Service Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for special, incidental, consequential, 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 six (6) months preceding the claim.

8. GOVERNING LAW & DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration conducted by a neutral arbitrator selected by the parties, with costs allocated as determined by the arbitrator.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

10. MISCELLANEOUS

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

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth in Section 1 or to such other address as a party designates in writing.

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