Business Services TCF Ketcham

Business Services TCF Ketcham - General Business Agreement

This Agreement is entered into as of (Effective Date), by and between:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, project execution, and related support, and has represented that it possesses the expertise, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services pursuant to those terms and conditions; and

WHEREAS, the parties intend that this Agreement shall set forth the entire understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Service Provider as follows:

All payments shall be due net thirty (30) days from invoice date unless otherwise specified. Client agrees to reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing by Client.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (i) protect the other's Confidential Information with at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (iii) use Confidential Information only to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure by the disclosing party without breach of any obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties and Limitation of Liability

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the chosen county of that state, unless the parties mutually agree to litigate in court.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of all or substantially all of its business assets.

Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by confirmed overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice to the other.

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