Business Services SEF

Business Services SEF

This Business Services SEF (the Service Engagement Form) is entered into as of between Client Name: (the "Client") and Service Provider Name: (the "Service Provider").

RECITALS

WHEREAS, the Client desires to retain the Service Provider to perform certain business services described herein, and the Service Provider has represented that it has the experience, personnel, and capability to perform such services in accordance with the terms of this Service Engagement Form; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms that will govern the provision of services to ensure timely performance and protection of each party's interests.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Deliverables, milestones, acceptance criteria, and any required documentation shall be set forth in the Description of Services above. The Service Provider shall perform services in a professional and workmanlike manner in accordance with industry standards and shall assign personnel with requisite skill and experience to fulfill the obligations under this SEF.

PAYMENT TERMS

Invoices will be issued by the Service Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, all invoices are due and payable within days of invoice date. If any undisputed amount is not paid when due, the Service Provider may charge a late fee equal to the greater of (i) % per month on the outstanding balance, compounded monthly, or (ii) a flat fee of . The Client shall also reimburse the Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This SEF commences on the Start Date: and will continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this SEF for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for days following written notice specifying the breach. Termination shall not relieve the Client of obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"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, including without limitation business plans, customer lists, pricing, technical data, and trade secrets. The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to third parties except as expressly permitted herein; and (c) use Confidential Information only to perform its obligations under this SEF. The foregoing obligations do not apply to information that: (i) is or becomes publicly available other than by breach of this SEF; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration of this SEF, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

GOVERNING LAW

This SEF shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this SEF.

REPRESENTATIONS, WARRANTY, AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this SEF and to perform its obligations. The Service Provider represents that the services will be performed in a professional manner consistent with prevailing industry standards. The Service Provider shall indemnify, defend, and hold harmless the Client from and against any third-party claims arising out of the Service Provider's gross negligence or willful misconduct in the performance of services. The Client shall indemnify the Service Provider for claims arising from the Client's breach of this SEF or misuse of the deliverables.

NOTICES

All notices under this SEF must be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or email with confirmed receipt.

ENTIRE AGREEMENT

This SEF, including any attachments or statements of work expressly incorporated by reference, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this SEF will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this SEF is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this SEF will be construed to create a partnership, joint venture, or employment relationship. Neither party may assign this SEF without the prior written consent of the other, except to a successor in interest to substantially all of the assigning party's business.

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