Business Services Stagger Inn

Business Services Agreement - Stagger Inn

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

Service Provider:   Address:

Client:   Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business support, hospitality consulting, facility management, and ancillary services appropriate to the operations of establishments such as inns, lodging, and hospitality venues; and

WHEREAS, Client operates or manages the business known as Stagger Inn and desires to retain Service Provider to perform certain services for the benefit of Client under the terms set forth in this Agreement; and

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

Scope of Work

Service Provider shall provide the services described above in a professional manner consistent with industry standards. Any change to the Scope of Work will be documented in a written change order signed by both parties and will describe any adjustments to fees, schedule, or deliverables.

Payment Terms

Payment shall be made as follows:

One-time payment due within days of invoice.

Recurring monthly payments of due on the day of each month.

Amounts not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for any costs of collection, including reasonable attorney fees.

Term and Termination

Term Commencement Date:   Term Expiration Date:

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 breach remains uncured for days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination, including any non-cancellable commitments made by Service Provider in performance of the Scope of Work.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) keep confidential and not disclose to any third party Confidential Information of the other party, (b) use such Confidential Information only to perform its obligations under this Agreement, and (c) take reasonable measures to protect such Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information does not include information that is (i) or becomes publicly available through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other's Confidential Information.

Representation; Independent Contractor; Indemnity

Each party represents that it has the full right, power, and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for withholding and paying all employment and similar taxes for its personnel. Service Provider shall indemnify, defend and hold harmless Client from any claims, liabilities, losses, and expenses arising from Service Provider's negligent acts, omissions, or willful misconduct in performing the services. Client shall indemnify Service Provider for claims arising from Client-provided materials or instructions that infringe third-party rights.

Limitation of Liability

Except for liability arising from a party's willful misconduct or gross negligence, or a party's indemnification obligations, neither party will be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Except as otherwise provided in this Agreement, the aggregate liability of each party for claims arising out of this Agreement shall be limited to the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; 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 law principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the governing state, unless both parties agree in writing to pursue litigation.

Entire Agreement; Amendments

This Agreement, together with any express written change orders or attachments executed 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 written or oral. No amendment or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, or by other means agreed by the parties. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent and nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency between them. The headings in this Agreement are for convenience only and will not affect interpretation.

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