Business Services True Grit

Business Services True Grit

Effective Date:

Recitals

WHEREAS, Service Provider represents that it possesses expertise, personnel, and resources necessary to provide business services including but not limited to strategic planning, operational implementation, and project management under the trade name True Grit; and

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth in this Agreement and Service Provider is willing to perform such services in accordance with the terms and conditions contained herein; and

WHEREAS, the parties intend for this Agreement to memorialize the scope, compensation, confidentiality obligations and other terms governing their commercial relationship.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that specifics, deliverables, and timelines are subject to the terms below and any attached statements of work.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for Services rendered. Unless expressly specified otherwise, all amounts are payable in United States dollars and exclusive of applicable taxes.

All payments not timely paid shall accrue interest at the agreed rate above from the date due until paid. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, arising from overdue payments.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or until terminated as provided below.

Term Start Date:     Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

During the term of this Agreement and for a period of years thereafter, each party (the Recipient) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the Discloser) except as expressly permitted by this Agreement.

"Confidential Information" includes nonpublic business, technical, financial, and strategic information disclosed by the Discloser. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Recipient; (b) was lawfully in the Recipient's possession prior to disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Upon termination or expiration of this Agreement, the Recipient shall promptly return or destroy Confidential Information as directed by the Discloser and certify in writing that such return or destruction has been completed.

Representations; Warranties; Liability

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner in accordance with prevailing industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

To the extent permitted by law, neither party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages arising out of or related to this Agreement. The aggregate liability of each party for direct damages arising out of or related to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

Entire Agreement

This Agreement, including any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.

Sign Now