Business Services Ultimate Classic

Business Services Ultimate Classic

This Business Services Agreement (the Agreement) is entered into and effective as of by and between Service Provider: and Client: . The parties agree as follows:

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in providing business consulting and operational services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree to the services, compensation, and other terms set forth below.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Detailed description of services, milestones, and deliverables:

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the services rendered.

Reimbursable expenses: . All reimbursable expenses require prior written approval by Client unless otherwise specified.

Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, 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 and the circumstances of disclosure.

Non-Disclosure and Use: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information shall not include information that is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly available other than as a result of a breach of this Agreement, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of or reference to the disclosing party's Confidential Information.

Duration: The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the services.

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.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Notices: Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties and Contact Information section or to such other address as a party may designate in writing.

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