Business Services SBA Contract

Business Services SBA Contract

This Business Services SBA Contract (the "Agreement") is made on this date: Day: Month: Year: by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing consulting and administrative services for small business loan and grant application support and related program compliance ("Services"); and

WHEREAS, Client desires to retain Service Provider to provide such Services in connection with Client's participation in certain small business programs administered or guaranteed by the Small Business Administration and related financiers, and Service Provider is willing to provide such Services on the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include, without limitation, the tasks, deliverables, and standards set forth in this Agreement and any attachments agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider compensation as follows. The stated Fees are exclusive of applicable taxes and reimbursable expenses which shall be invoiced separately.

Invoices are due and payable within days of receipt. A late fee of % per month shall accrue on any undisputed overdue balance until paid in full. Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 10 days of receiving written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, financial, technical, or other information disclosed by either party in any form that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than through the receiving party's breach; was already lawfully in the receiving party's possession prior to disclosure; or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such destruction upon request.

INDEMNIFICATION AND INSURANCE

Each party (the "Indemnitor") shall indemnify, defend, and hold harmless the other party (the "Indemnitee") from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct, breach of this Agreement, or violation of applicable law in connection with performance hereunder. Service Provider shall maintain professional liability insurance in commercially reasonable amounts during the Term.

COMPLIANCE WITH LAWS

Both parties shall comply with all applicable federal, state, and local laws, rules and regulations, including requirements of lending or guaranty programs for which Services are provided. Service Provider represents that it will not engage in any activities constituting unauthorized practice of law or preparation of tax returns unless properly licensed; Client acknowledges responsibility for obtaining independent legal and tax advice where appropriate.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, in accordance with the rules of a recognized arbitration authority, and judgment upon the award may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, schedules, or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest. Severability: If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect.

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