Business Services SCW

Business Services SCW

This Business Services Agreement ("Agreement") is made as of by and between Service Provider: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capability to perform business services, including consulting, project management, and ancillary services described herein;

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for Client;

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

Scope of Work

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following terms:

Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of or % per month, whichever yields greater recovery to Service Provider. Payments shall first be applied to accrued interest and fees, then to principal.

All amounts are payable in lawful currency. Client is responsible for any sales, use, value-added, or other taxes imposed on the Services, except taxes based on Service Provider's net income.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, plus costs reasonably incurred in winding down.

Confidentiality

"Confidential Information" means non-public information that a disclosing party designates as confidential or that, by its nature, a reasonable person would understand to be confidential. Each party agrees: (a) to hold the other party's Confidential Information in strict confidence and not disclose it except to those employees, agents, or subcontractors who have a need to know and are bound to confidentiality obligations no less restrictive than those herein; (b) to use Confidential Information solely to perform obligations under this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables created exclusively for Client under this Agreement, provided Client has paid all amounts due. Service Provider retains ownership of its pre-existing materials, methodologies, and intellectual property. To the extent Service Provider’s pre-existing materials are incorporated into deliverables, Service Provider grants Client a perpetual, nonexclusive, worldwide license to use such materials as incorporated into Client deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Except for liability for death or bodily injury, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 in that State for disputes arising out of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email provided the sender retains evidence of transmission. Notices are effective upon receipt.

Miscellaneous

Relationship of the parties: Service Provider is an independent contractor and not an employee, agent, or legal representative of Client for any purpose. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Sign Now