Business Services SCONF

Business Services SCONF

This Business Services Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client seeks to obtain certain business services from Service Provider, and Service Provider has the qualifications, experience, and personnel necessary to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services described in this Agreement and to protect Confidential Information disclosed in connection with the engagement;

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

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards. Any change to the Scope of Work shall be documented in a signed written amendment to this Agreement.

Payment Terms

Unless otherwise agreed in writing, payment for undisputed invoices is due within days of invoice receipt. Invoices shall itemize services rendered and any reimbursable expenses. Prices do not include applicable taxes which shall be paid by Client where required by law.

Overdue amounts shall accrue interest at the rate set forth above per month, compounded monthly, or the maximum rate permitted by law, whichever is less. Client is responsible for reasonable collection costs, including attorneys' fees, for overdue balances.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver all work in progress to Client.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (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.

The Receiving Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of 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 employees, agents, or contractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records; (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and certify in writing that it has complied with this obligation to the extent permitted by applicable law. The obligations of confidentiality shall survive termination of this Agreement for the period specified above.

Intellectual Property & Work Product

Unless otherwise agreed in a written amendment, all work product, deliverables, and materials developed by Service Provider specifically for Client under this Agreement (collectively, Work Product) shall be owned by Client upon full payment of all fees due. Service Provider retains all rights in its pre-existing proprietary materials, tools, methodologies, and know-how, and grants Client a non-exclusive, non-transferable license to use any such pre-existing materials to the extent incorporated into the Work Product.

Representations; Indemnity; Limitation

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the services. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT.

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; Miscellaneous

This Agreement, including any exhibits and amendments 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, understandings, negotiations, and discussions, whether oral or written. No amendment to this Agreement is binding unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

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