Business Services SKM

BUSINESS SERVICES SKM

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: located at and Client Name: located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic advisory, process optimization, and project management, and possesses the experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement under the terms and conditions provided herein, and Service Provider accepts such engagement subject to those terms and conditions.

1. Scope of Work

Service Provider shall perform the services and deliverables described below. Service Provider will exercise commercially reasonable efforts and professional skill in the performance of the services. Any material changes to the Scope of Work must be agreed in writing by authorized representatives of both parties.

2. Payment Terms

Client shall pay Service Provider in accordance with the following terms. Fees are exclusive of applicable sales, use, value-added, or similar taxes, which shall be the responsibility of Client unless otherwise stated in writing.

Unpaid amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees, for overdue accounts.

3. Term and Termination

The term of this Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach. Upon termination, Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination.

4. Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

The receiving party shall: (i) hold Confidential Information in strict confidence and take all reasonable precautions to protect it; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, consultants, or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or upon written request, the receiving party shall return or destroy the disclosing party's Confidential Information.

5. Representations, Warranties and Limitation of Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain ownership of all methodologies, know-how, tools, templates and other pre-existing materials and intellectual property used or developed by Service Provider in performing the services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes upon full payment of all fees due. Any third-party materials or open-source components included in deliverables shall remain subject to their respective licenses.

7. 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 out of or relating to this Agreement promptly by negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts located in the governing jurisdiction.

8. Entire Agreement; Amendments

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

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture between them.

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