Business Services RS

Business Services RS

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: , with principal address: and Client Name: , with principal address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth herein and Service Provider agrees to perform such services for Client; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services described below (Services). Service Provider shall perform the Services in a diligent, professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the following compensation terms. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue amounts.

3. Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, financial information, customer lists, trade secrets, and technical data.

Each party agrees to (a) hold the other party's Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is known to the receiving party at the time of disclosure without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

5. Independent Contractor; Taxes

The parties agree that Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from the compensation paid under this Agreement.

6. Indemnification and Limitation of Liability

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed given when personally delivered, sent by confirmed courier, or three (3) days after deposit in the United States mail, postage prepaid.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising from this Agreement.

9. Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or transfer to an affiliate.

10. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. Additional Representations

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement, and that the person signing on its behalf has been duly authorized to execute this Agreement.

Contact Information

Execution

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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