Business Services SMLLC Document

BUSINESS SERVICES SMLLC AGREEMENT

This Agreement is entered into between Service Provider Name: and Client Name: (each a "Party" and together the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Service Provider is a duly organized single-member limited liability company engaged in the business of providing business consulting, technical, administrative and project services and represents that it possesses the experience, personnel and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions contained in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement and to provide for payment, confidentiality and termination under the terms below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: . Unless otherwise stated below, Client shall pay Service Provider the Total Fee in accordance with the payment schedule set forth in this Section.

Payment Terms: Client shall remit payment within days of invoice receipt, unless otherwise agreed in writing. Late payments shall accrue interest at % per month, with a minimum late charge of . Service Provider may suspend performance if payments are more than days overdue after notice.

Expenses: Client shall reimburse Service Provider for preapproved out-of-pocket expenses incurred in connection with performance. Reimbursable expenses shall be itemized and supported by receipts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: . This Agreement shall continue until completion of the Services unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within days after receipt of notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, together with any non-cancellable commitments made in connection with the Services.

CONFIDENTIALITY

Definition: "Confidential Information" means any 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, including business plans, financial information, client lists and technical data.

Obligation: Each Party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to third parties except as necessary for performance and subject to confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed, or (d) required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protection.

Confidentiality Duration: The obligations in this section shall survive termination of this Agreement for after the date of termination, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

INDEPENDENT CONTRACTOR; INSURANCE

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency or partnership relationship. Service Provider is responsible for all taxes and withholdings applicable to amounts paid hereunder.

Insurance: Service Provider shall maintain insurance coverage adequate for the performance of the Services and shall provide evidence of such insurance upon Client's request.

LIABILITY; INDEMNIFICATION

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Indemnification: Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising out of its breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnified Party's negligence or breach.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The Parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, either Party may pursue remedies in the courts of the chosen governing state.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

Amendment: No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign 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 sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Authority: Each signatory represents and warrants that they are authorized to execute this Agreement on behalf of the Party for which they sign.

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