Business Services TSF

BUSINESS SERVICES TSF

Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic planning, process optimization, technical support, and advisory services; 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.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Deliverables, milestones, acceptance criteria, and any client responsibilities shall be identified in the Description of Services above or in subsequent written statements of work signed by both parties. Service Provider will perform services as an independent contractor and not as an employee of Client.

Payment Terms

Total Fee: $

Payment Schedule:

Monthly invoicing Milestone-based One-time payment

Late Payment: Unpaid amounts shall accrue interest at or the maximum permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Taxes: Unless otherwise stated, fees do not include taxes, duties, or other governmental charges. Client shall be responsible for all applicable sales, use, value-added, and other taxes arising from the provision of services, excluding taxes based on Service Provider's net income.

Term and Termination

Term Commencement: Services under this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon advance written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver any work product completed up to the termination date and provide reasonable assistance for an orderly transition, subject to mutual agreement on compensation for transition services.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any proprietary or confidential information of the other party (the "Disclosing Party") received in connection with this Agreement. Confidential information includes business plans, financial information, client lists, technical data, and trade secrets, but does not include information that is or becomes publicly available through no fault of the Receiving Party or is independently developed without use of the Disclosing Party's confidential information.

The obligations under this Confidentiality clause shall survive termination of this Agreement for unless a longer period is required by applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and tools used to perform the services. Upon full payment of fees due, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party's license terms.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of 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 conflicts of law principles.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice and that this Agreement is entered into voluntarily.

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