Business Services TIA Document

BUSINESS SERVICES TIA DOCUMENT

This Business Services TIA Document (the Agreement) is entered into by the parties set forth below.

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Client requires certain professional business services and desires to engage the Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described herein and is willing to provide those services in accordance with this Agreement; and

WHEREAS, the parties agree that the performance of services, the allocation of risk, and the compensation to be paid shall be governed by the terms and conditions set forth in this Agreement.

Scope of Work

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

Payment Terms

In consideration for the Services, the Client shall pay the Service Provider as set forth in this Payment Terms section. All payments shall be made in United States dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, invoices not paid within the period specified above shall incur the Late Fee as described. The Client shall be responsible for reasonable costs of collection, including attorneys' fees, if payment is not made when due.

Term and Termination

This Agreement commences on the Start Date and continues 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 providing the other party the Notice Period specified above. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after written notice. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical information, and proprietary materials.

The receiving party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or affiliates who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Compliance

The Service Provider is an independent contractor and not an employee, partner, or agent of the Client. The Service Provider shall be solely responsible for all wages, taxes, withholdings, and other statutory employment obligations for its personnel. Each party shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to its conflicts of law principles.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter 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.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party may specify by notice to the other.

Miscellaneous

If any provision of this Agreement is held 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, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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