Business Services SJO

BUSINESS SERVICES SJO

This Business Services Agreement ("Agreement") is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform business services described herein and Service Provider has the professional capability and agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms governing the relationship and work product arising from such services.

WHEREAS, the parties intend that the services be performed in a professional manner consistent with industry standards and in compliance with applicable law.

SCOPE OF WORK

Service Provider shall perform the services described above in a timely and professional manner and shall deliver all deliverables specified in the scope. Any change to the scope that alters cost or schedule shall be made only by written Change Order signed by both parties.

PAYMENT TERMS

All fees are payable in United States dollars unless otherwise agreed. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses pre-approved in writing. Payment not received within the agreed terms shall accrue the Late Fee set forth above and Service Provider may suspend performance after ten (10) days' written notice if outstanding amounts are not paid.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the Notice Period specified above after written notice. Either party may terminate for convenience upon written notice in accordance with the notice period. Termination will not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including reasonable wind‑down costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 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; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be responsible for all federal, state and local taxes arising from payments made under this Agreement. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for any and all claims arising out of or relating to this Agreement shall not exceed the total fees actually paid to Service Provider under this Agreement during the twelve (12) months 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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and Change Orders 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 written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and do not affect interpretation. The parties acknowledge that they have had the opportunity to seek independent legal counsel prior to execution.

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