Business Services SGD

BUSINESS SERVICES SGD

Parties

This Business Services Agreement ("Agreement") is entered into between Client Name: and Service Provider Name: (collectively, the "Parties") as of the Effective Date set forth below.

WHEREAS, Client requires professional business services relating to strategic growth, operations, and development; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel, and capacity to perform such services for Client in accordance with the terms and conditions herein; and

WHEREAS, the Parties desire to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing the provision of business services.

Identification and Notice Addresses

Scope of Work

Service Provider shall provide business consulting services, which may include but are not limited to strategic planning, operational assessment, marketing strategy, process improvement, and project management as specifically agreed in writing. The detailed description of tasks, deliverables, milestones, and acceptance criteria is set forth below and, where applicable, will be appended as exhibits to this Agreement.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for services rendered pursuant to this Agreement. Fees are exclusive of taxes unless otherwise stated.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

Each Party (the "Receiving Party") acknowledges that during the performance of this Agreement it will have access to certain confidential and proprietary information of the other Party (the "Disclosing Party"), including but not limited to business plans, financial information, trade secrets, client lists, and proprietary methodologies ("Confidential Information"). The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) restrict access to Confidential Information to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is: (i) publicly known through no fault of the Receiving Party; (ii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iii) rightfully obtained from a third party without restriction. Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information in its possession upon request of the Disclosing Party.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all rights, title, and interest in deliverables specifically prepared for Client under this Agreement upon full payment of fees due for such deliverables. Service Provider retains ownership of its pre-existing intellectual property and methodologies, which are licensed to Client on a non-exclusive, non-transferable basis solely to the extent necessary to use the deliverables for Client's internal business purposes.

Limitation of Liability; Indemnification

Except for willful misconduct or gross negligence, neither Party shall be liable for any incidental, consequential, special or punitive damages arising out of or relating to this Agreement. Each Party shall indemnify and hold harmless the other Party from third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct, provided the indemnified Party provides prompt written notice and reasonable cooperation in the defense.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiations fail, the Parties agree that any unresolved controversy or claim shall be resolved by binding arbitration conducted in the governing state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements, understandings, and representations. Any amendment or modification to this Agreement 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 either Party may specify by written notice. Delivery shall be deemed effective upon receipt.

Execution

By signing below, each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

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