Business Services SAM

BUSINESS SERVICES SAM

This Business Services SAM (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is duly engaged in the business of providing business services, including but not limited to advisory, implementation, and management tasks described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, compensation, and other terms governing the provision of such services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for the services described herein in accordance with the following terms.

Late Payment Fee: If any undisputed amount is not paid within days after the due date, interest shall accrue at the lesser of or the maximum rate permitted by law. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered no fewer than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, financial information, pricing, trade secrets, and technical information.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or is required to be disclosed by applicable law or court order (provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures).

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend, 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.

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 consequential, incidental, indirect, special, or punitive damages, and each party's aggregate liability for any claim under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider shall perform services as an independent contractor and nothing in this Agreement shall be deemed to create an agency, partnership, joint venture, or employment relationship between the parties.

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