Business Services SLS

BUSINESS SERVICES SLS

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

WHEREAS

WHEREAS, Client requires certain business services and technical support described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to perform the services in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Parties' Contact Information

2. Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall include all labor, materials, equipment and incidental tasks reasonably necessary to complete the work unless otherwise specified in writing.

3. Payment Terms

Client shall pay Service Provider the fees for the Services as set forth in this section. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

If Client disputes any portion of an invoice, Client must notify Service Provider in writing within the payment due period and pay any undisputed portion. Failure to pay undisputed amounts when due shall constitute a material breach.

4. Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party, provided the non-breaching party gives written notice specifying the breach and a Cure Period of days to cure. If the breach is not cured within the Cure Period, the non-breaching party may terminate immediately upon notice.

5. Confidentiality

Each party (Recipient) shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (Discloser). "Confidential Information" includes business plans, financial information, customer lists, pricing, trade secrets, technical designs, software, and other non-public information disclosed in connection with the Services, whether oral, written or electronic.

Recipient shall restrict disclosure of Confidential Information to those employees, contractors or agents with a legitimate need to know and shall use at least the same degree of care in protecting such information as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of Discloser's Confidential Information.

6. Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership or joint venture between the parties. Service Provider shall maintain appropriate insurance coverage for the Services and provide proof of such insurance upon reasonable request.

7. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the preceding twelve (12) months.

8. 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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within thirty (30) days, the parties may pursue any available remedies in the courts of the chosen state.

9. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party designates by notice. Notices shall be effective upon delivery if delivered personally, by overnight courier, or five (5) business days after mailing by certified mail.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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