Business Services Squirrel

Business Services Squirrel - General Business Services Agreement

This General Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: . Service Provider and Client are referred to collectively as the "Parties" and individually as a "Party."

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and operational support, and represents that it has the experience, personnel, and resources to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform certain services for the benefit of Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the performance of those services.

1. Scope of Work

Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially affects cost or schedule shall be documented in a written amendment signed by both Parties.

2. Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Past due amounts shall accrue interest at the lesser of or the maximum rate permitted by law. Client is responsible for all applicable taxes, excluding taxes based on Service Provider's net income.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and authorized expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law, provided the Receiving Party provides prior notice to the Disclosing Party where legally permissible.

The Receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (iii) use Confidential Information solely for the performance of this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as such information qualifies as a trade secret.

5. Independent Contractor; Indemnification

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Service Provider shall be responsible for all taxes, benefits, and other obligations applicable to its personnel.

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in the performance of this Agreement, subject to any limitations of liability set forth herein.

6. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments hereto and any written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each Party.

9. 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 Party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses provided by the Parties.

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