Business Services SBCC

Business Services SBCC

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

WHEREAS

WHEREAS, Client requires professional business services, including advisory, operational support, and project-based deliverables, as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, facilities and resources to perform the services described below and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to such services in this Agreement.

1. Scope of Work

Service Provider will perform the services described below (the "Services") in accordance with the terms of this Agreement. Services include, but are not limited to:

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. Fees are exclusive of taxes unless otherwise required by law.

Billing Frequency: One-time Monthly Milestone-based

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by applicable law, if lower). In addition to interest, Client shall be responsible for collection costs, including reasonable attorneys' fees.

3. Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this Section.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receiving written notice of the breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination. Sections concerning confidentiality, indemnification, payment, and governing law survive termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), 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.

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

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party's possession prior to receipt from Disclosing Party without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Upon Disclosing Party's written request, Receiving Party shall return or destroy all Confidential Information and certify such destruction.

5. Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship. Service Provider shall be responsible for all taxes and other withholdings. Service Provider shall maintain insurance of types and limits customary for the industry and as required by Client in writing.

6. Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights in connection with the Services.

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 TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. 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 state and federal courts located within that state for any dispute arising under this Agreement.

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses below. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and agree that injunctive relief may be sought in addition to other remedies.

Acknowledgements

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) its execution and delivery of this Agreement and performance hereunder have been duly authorized; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

Entity Type

Client Entity Type: Individual Corporation LLC Partnership

Service Provider Entity Type: Individual Corporation LLC Partnership

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