Business Services Tomas

Business Services Tomas

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: Tomas, and Client Name: .

WHEREAS

WHEREAS, Service Provider Tomas has experience and capability to provide business consulting, advisory, and operational services, including but not limited to process improvement, project management, and strategic planning (collectively, "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of engagement, payment terms, confidentiality obligations and other material terms necessary for the performance of the Services.

1. Scope of Work

Service Provider shall perform the Services as described below. The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the compensation set forth below in accordance with the schedule and requirements provided. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise stated on an invoice, payment is due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

Start Date:   End Date:

This Agreement shall remain in effect for the Term and shall continue until completion of the Services unless earlier terminated as provided herein. 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 the breach within fifteen (15) days of written notice. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by a party to the other 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 does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) not disclose Confidential Information to any third party except as expressly permitted herein; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality survive termination for a period of .

5. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

6. Entire Agreement; Miscellaneous

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in connection with performance under this Agreement. Except for claims arising from a party's breach of confidentiality or willful misconduct, neither party shall be liable for incidental, consequential, or punitive damages.

7. Notices

Notices under this Agreement shall be in writing and deemed delivered when sent by certified mail, overnight courier, or by electronic mail with confirmation of receipt to the addresses set forth above or to such other address as either party may designate in writing.

Sign Now