Business Services Smart Help Agreement

BUSINESS SERVICES SMART HELP AGREEMENT

This Business Services Smart Help Agreement (the Agreement) is entered into as of by and between:

Parties

Corporation LLC Individual Other

Corporation LLC Individual Other

WHEREAS

WHEREAS, Client desires to engage Service Provider to provide certain business advisory, automation, and support services described below, and Service Provider represents that it has the skill and experience to perform such services; and

WHEREAS, the parties desire to define their respective rights, duties, and obligations with respect to such services under the terms and conditions set forth in this Agreement.

1. Scope of Work

Service Provider shall perform the services described below (Services). The Services shall include any tasks, deliverables, milestones, or other work items specifically agreed in writing by the parties.

2. Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth in this section as full compensation for the Services.

All fees are exclusive of applicable taxes and reasonable out-of-pocket expenses incurred by Service Provider in the performance of the Services. Expenses will be invoiced and payable under the same terms as fees unless otherwise agreed in writing.

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Either party may immediately terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public technical, business or financial information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to third parties other than employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no wrongful act of the recipient, is received from a third party without breach of an obligation of confidentiality, or is independently developed by the recipient without use of the disclosing party's Confidential Information.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing tools, methodologies, templates, software, and materials developed prior to or outside the scope of this Agreement. Client is granted a non-exclusive, non-transferable license to use deliverables provided as part of the Services solely for Client's internal business purposes upon full payment of all fees. To the extent any deliverable contains Client-provided materials, Client retains ownership of those materials.

6. Relationship; Warranties; Indemnity

Service Provider is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Service Provider represents that it will perform Services in a professional and workmanlike manner. Each party shall indemnify and hold harmless the other from any third party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to applicable limitations of liability.

7. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability under this Agreement shall be limited to the fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

8. 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.

9. Entire Agreement; Amendments

This Agreement (including all exhibits and SOWs incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or delivered by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate in writing.

11. Execution

This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same force and effect as originals.

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