Business Services SHC

BUSINESS SERVICES SHC

This Business Services Agreement (Agreement) is made and entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, advisory, project management and related services (Services); and

WHEREAS, Client desires to engage Service Provider to perform the 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 and promises contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Fees: Client shall pay Service Provider a total fee of $ for the Services described above, unless otherwise agreed in writing.

Invoicing: Service Provider will submit invoices to Client. Payment is due within days of invoice date. Accepted payment methods:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall pay a late fee of % per month or a flat fee of $ , whichever is greater.

TERM AND TERMINATION

Term: This Agreement will commence on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches a material obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the Receiving Party, (ii) was lawfully in Receiving Party's possession prior to disclosure, (iii) is independently developed without use of Disclosing Party's Confidential Information, or (iv) is rightfully received from a third party without a duty of confidentiality.

Duration: The obligations of confidentiality shall remain in effect for years following termination or expiration of this Agreement.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all taxes and benefits with respect to its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. Exclusive jurisdiction for any disputes arising under this Agreement shall lie in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall constitute a waiver of any other or subsequent breach.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

Sign Now