Business Services Subhauls Document

Business Services Subhauls Document

This Business Services Subhauls Document (the Agreement) is entered into as of (Effective Date), by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, including subcontracting and subhaul coordination, and possesses the skills, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain subhaul and related services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider may further subcontract components of the work to third-party subcontractors (Subhauls) in accordance with the terms of this Agreement and consistent with Client's specifications and confidentiality requirements.

SCOPE OF WORK

Service Provider shall perform the subhaul services and related deliverables as described below. Service Provider shall supervise, measure, and document all subhaul activities and shall remain responsible for the performance of any subcontractor engaged under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for services in accordance with the following terms. All amounts are in United States Dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Client may also terminate for convenience upon payment of all undisputed fees for services performed through the effective date of termination and any documented, non-cancellable commitments made by Service Provider in performance of this Agreement.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all Confidential Information disclosed by the other party (Discloser) and shall not disclose such information to any third party except as expressly permitted in this Agreement. Confidential Information includes but is not limited to business plans, pricing, customer lists, technical data, and any other information marked or reasonably regarded as confidential. Recipient shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall take reasonable measures, at least as protective as those it uses to protect its own confidential information, to prevent unauthorized disclosure.

Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of Recipient; (b) was lawfully in Recipient's possession before receipt from Discloser; or (c) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, affiliates, or subcontractors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

SUBCONTRACTING AND SUBHAULS

Service Provider may engage subcontractors or subhauls to perform portions of the work provided that Service Provider: (a) remains fully responsible for the performance of the subcontracted work; (b) requires each subcontractor to comply with the confidentiality and insurance requirements of this Agreement; and (c) obtains Client's prior written approval for any subcontractor who will have access to Client's confidential information or operate on Client premises.

INSURANCE AND INDEMNITY

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed, including general liability and, where applicable, professional liability and workers' compensation. Service Provider shall indemnify and hold harmless Client from any claims, losses, or damages arising from Service Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent such claims arise from Client's negligence or willful misconduct.

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 consent to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be sent to the contact information below for each party and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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