Business Services SM2326

Business Services SM2326

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

Parties

Entity Type: Individual Corporation LLC Partnership

Entity Type: Individual Corporation LLC Partnership

Recitals

WHEREAS, Service Provider has expertise in providing business services, consulting, and related professional support and agrees to provide such services to Client under the terms set forth herein;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and to compensate Service Provider in accordance with the Payment Terms below; and

WHEREAS, the parties intend for this Agreement to define the parties' respective obligations, rights, and remedies and to allocate risk between the parties on the matters addressed herein.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The services shall include, at minimum, the tasks, deliverables, milestones, and acceptance criteria set forth in the Scope of Work.

Payment Terms

Total Fee: $ . Payment shall be made in accordance with the schedule below.

Deposit (if any): $ payable upon execution of this Agreement.

Invoicing and Payment Terms: Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt of an accurate invoice.

Late Fee: Unpaid amounts shall accrue interest at percent per month (or the maximum rate permitted by law, if lower), plus any collection costs and attorneys' fees reasonably incurred by Service Provider to collect overdue amounts.

Term and Termination

Term: This Agreement shall commence on Commencement Date: and shall 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 prior written notice of days to the other party.

Termination for Cause: Either party may terminate upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and shall use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of Receiving Party; (b) is lawfully obtained by Receiving Party from a third party without restriction; or (c) is independently developed by Receiving Party without use of Confidential Information.

Confidentiality Term: The obligations in this section shall survive termination of this Agreement for years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement 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.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or infringement of intellectual property or for indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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