Business Services RUMBA Template

Business Services RUMBA Template

Parties

Recitals

WHEREAS, Client Name: seeks to engage Provider to perform certain business services on the terms set forth herein;

WHEREAS, Provider Name: represents that it has the necessary experience, personnel, and resources to perform such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows, effective as of Effective Date:

Scope of Work

Provider shall perform the services described below in accordance with the standards of care customary in the industry and in compliance with all applicable laws and regulations.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the services performed. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due within calendar days of receipt. Late payments shall accrue interest as set forth below.

If Client reasonably disputes any portion of an invoice, Client shall notify Provider in writing within days, and the parties shall promptly negotiate resolution. Non-disputed amounts remain due and payable.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days following receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" means non-public business, technical, financial, and operational information disclosed in connection with this Agreement.

The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall take reasonable measures to protect such information, at least as rigorous as those used to protect its own confidential information. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed without use of the Disclosing Party's Confidential Information.

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. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into this Agreement. Provider shall perform services as an independent contractor and not as an employee, agent, partner or joint venturer of Client. Provider is solely responsible for all taxes, benefits, and obligations relating to its personnel.

Entire Agreement and Miscellaneous

This Agreement (including all attachments and statements of work referenced herein) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Notices

All notices 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) by certified mail, courier, or email with confirmation. Notices are effective upon receipt.

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