Business Services Sears

BUSINESS SERVICES SEARS — GENERAL BUSINESS AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of the Effective Date below by and between Client Name: with principal address at and Service Provider Name: with principal address at .

Effective Date: . This Agreement sets forth the terms under which Service Provider will perform services for Client.

RECITALS

WHEREAS, Client desires to obtain certain business services related to retail operations, logistics support, and related consulting services (collectively, "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide such Services and agrees to perform the Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their entire understanding with respect to the Services provided by Service Provider to Client.

SCOPE OF WORK

PAYMENT TERMS

All invoices shall be itemized, referencing applicable deliverables or milestone identifiers. Unless otherwise agreed in writing, Client shall pay undisputed amounts within Invoice Due Days above. Amounts not paid when due shall accrue the Late Fee specified above and interest to the maximum extent permitted by law.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party in the number of days set forth above. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice. Termination shall not affect accrued payment obligations or obligations intended to survive termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) was known to Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Receiving Party shall use Confidential Information solely to perform under this Agreement, shall restrict access to employees and advisors on a need-to-know basis, and shall exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Remedies at law for breach of confidentiality may be inadequate; Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to monetary damages.

INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider shall indemnify and hold harmless Client and its officers, directors and employees from third-party claims arising out of Service Provider's negligent acts or willful misconduct in performing the Services. Client shall indemnify Service Provider against claims arising from Client-supplied materials or instructions. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent, or partner of Client. 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-interest in connection with a merger or sale of substantially all assets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state set forth above, without regard to conflicts of law principles. The parties agree that exclusive jurisdiction for disputes shall be in the state or federal courts located in that state, unless the parties otherwise agree in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits 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, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon delivery if by hand, upon confirmed receipt if sent by certified mail, or upon confirmed transmission if delivered electronically to an agreed email address.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings contained in this Agreement are for convenience only and shall not affect the interpretation of the Agreement.

Sign Now