Business Services Terracore

Business Services Terracore

This General Business Services Agreement ("Agreement") is entered into by and between Service Provider Name: and Client Name: (each a "Party" and collectively the "Parties") as of the Effective Date set forth below.

WHEREAS

WHEREAS, Service Provider is duly organized and experienced in providing business services including but not limited to project management, technical consulting, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein.

1. SCOPE OF WORK

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

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of applicable sales, use, and similar taxes, which shall be Client's responsibility unless a valid exemption is provided.

Invoices are due per the schedule above. Payment not received within days of invoice shall be considered late. Late payments shall incur interest as set below.

Late payments shall accrue interest at % per month (or the maximum permitted by law), plus collection costs and reasonable attorney fees.

Bank transfer    Check    Credit card

3. TERM AND TERMINATION

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

Start Date:     End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means 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. Each Party agrees: (a) to hold Confidential Information in strict confidence; (b) not to use Confidential Information except to perform its obligations or exercise its rights under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice and the disclosure is limited to the legally required minimum.

5. INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, tools, and methodologies. Subject to Client's payment of all fees, Service Provider grants Client a perpetual, non-exclusive license to use final deliverables expressly created for Client under this Agreement. The Parties will document any specific assignment of intellectual property in a written exhibit if required.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party represents that it has full power and authority to enter into this Agreement. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided materials or Client's use of the Services, except to the extent caused by Service Provider's gross negligence or willful misconduct. In no event shall either Party be liable for consequential, special, or punitive damages. Each Party's aggregate liability shall be limited to the amounts actually paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email to an authorized recipient. Notices are effective upon receipt.

8. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

This Agreement, together with any exhibits or attachments executed by the 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. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

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 to a successor in interest in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now