Business Services Scruggs

BUSINESS SERVICES AGREEMENT — Business Services Scruggs

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

Parties and Contact Information

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, software configuration, and related services; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the benefit of Client pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed.

Scope of Work

Service Provider shall perform the services described below (the Services). The Services will be further detailed in any task orders or schedules executed under this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Unless otherwise agreed in writing, fees are non-refundable.

Invoices are due and payable within days of receipt unless otherwise stated. Late payments shall accrue interest as set forth below and the Service Provider may suspend Services for overdue accounts.

Late payment will incur the greater of (i) a late fee equal to % per month on the outstanding balance, or (ii) a fixed administrative fee of $ .

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice.

Upon termination, Client shall pay Service Provider for Services performed through the termination effective date, including reasonable expenses incurred. Sections concerning confidentiality, indemnification, payment for accrued amounts, and governing law shall survive termination.

Confidentiality

Each party (the Receiving Party) agrees to hold in confidence all Confidential Information disclosed by the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Obligations under this clause remain in effect for years from the date of disclosure.

The foregoing shall not restrict disclosures required by law, provided the Receiving Party uses commercially reasonable efforts to give prior notice to the Disclosing Party and to limit the disclosure to the minimum required. Upon termination or request, Receiving Party will return or destroy Confidential Information as directed by Disclosing Party and certify such destruction in writing.

Indemnification and Liability

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 negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Independent Contractor; Assignment

Service Provider is an independent contractor and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all its assets.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties submit to the exclusive jurisdiction and venue of the courts located in the governing state.

Entire Agreement; Amendments

This Agreement, together with any written task orders or schedules executed 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, and communications. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices or other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice in writing. Notices delivered by email shall be effective upon receipt if followed by a hard-copy notice within two business days.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. The parties acknowledge that each has had the opportunity to consult counsel of its choice.

Sign Now