Business Services Valley Agreement

BUSINESS SERVICES VALLEY AGREEMENT

This Business Services Valley Agreement ("Agreement") is entered into as of by and between Client Name: whose principal place of business or residence is (hereinafter "Client"), and Service Provider Name: with principal place of business at (hereinafter "Service Provider"). Client and Service Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, operations support, and project implementation; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

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

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Services shall include any tasks, deliverables, and milestones expressly described and any additional tasks reasonably related to the core services.

2. PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees and reimburse expenses as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise stated on an invoice, Client shall pay each invoice within days of receipt. Payments not received when due shall incur interest at the lesser of 1.5% per month or the highest rate permitted by applicable law, calculated from the date due until paid in full.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services. All reimbursements shall be supported by reasonable documentation.

3. 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 material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above following written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party to the other Party 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. Each Party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving Party, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and general methodologies. Client shall own deliverables specifically created for Client under this Agreement upon full payment of all amounts due, provided that Service Provider may retain copies for recordkeeping and professional portfolio use subject to confidentiality obligations. Any license granted is limited, non-exclusive, and revocable for material breach.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against claims arising from its gross negligence or willful misconduct in connection with performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each Party arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State: without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen State for any disputes arising out of this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as a Party designates by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties.

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