Business Services SDS

BUSINESS SERVICES SDS

Parties

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and process implementation; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider agrees to perform such services in accordance with the terms and conditions set forth herein.

WHEREAS, the parties intend that this Business Services SDS establish the statement of deliverables, responsibilities, payment terms, and confidentiality obligations to govern their relationship.

Scope of Work

Payment Terms

Total Fee:

Late Payment: If any undisputed amount due is not received within days after its due date, Client shall pay interest at the rate of % per month (or the maximum rate permitted by law, if lower) on the overdue amount until paid.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date. Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted herein.

Exceptions: Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the required extent.

Intellectual Property & Work Product

Ownership: Unless otherwise agreed in writing, Client shall own deliverables specifically created for Client and paid for in full. Service Provider retains ownership of pre-existing materials, methodologies, tools, templates, and general know-how used to produce deliverables, provided Service Provider grants Client a nonexclusive license to use such pre-existing materials solely for Client's internal business purposes.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) 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 conflict of law principles.

Entire Agreement

This Agreement, together with 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 agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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