Business Services schirtz

BUSINESS SERVICES SCHIRTZ

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

RECITALS

WHEREAS, Client requires certain business services related to operations, marketing, and administrative support, and Provider represents that it possesses the requisite expertise, personnel, and resources to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of for the services described in this Agreement, subject to adjustments as provided in writing by the parties.

Invoices shall be submitted by Provider in accordance with the payment schedule. Payments are due within days of receipt of a proper invoice. Late payments shall bear interest at a rate of % per month (or the maximum lawful rate, if lower), calculated from the original due date until paid in full.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon prior written notice to the other party delivered at least days in advance. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred 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 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party 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, including business plans, client lists, pricing, and trade secrets.

Obligations: Each party agrees to (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the receiving party prior to disclosure without restriction, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the other party's Confidential Information. Disclosure required by law or valid legal process shall be permitted upon prompt notice to the disclosing party and, where legally permitted, cooperation to seek a protective order.

REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that it will perform the services in a professional and workmanlike manner in accordance with industry standards. Client represents and warrants that it has the authority to enter into this Agreement and to obtain the services described herein.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, in no event shall either party be liable for incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid to Provider under this Agreement during the six (6) month period preceding the event giving rise to 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 conflicts of law principles.

ENTIRE AGREEMENT

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 and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this provision. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

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