Business Services Vortal

Business Services Vortal

This Business Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: , and Service Provider Name: .

RECITALS

WHEREAS, Client requires access to and use of Provider's online business services portal (the Vortal) and related services for business operations, data exchange, and collaboration under the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, systems, and personnel necessary to operate and maintain the Vortal and to provide the services described in this Agreement in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider's performance of services, Client's use of the Vortal, payment terms, confidentiality obligations, and other rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

One-time payment upon commencement     Monthly installments     Milestone-based payments

Late Payment Fee: Client shall pay interest on any undisputed past-due amount at the rate of % per month (or the maximum lawful rate if lower), together with collection costs and reasonable attorneys' fees.

Payment Method (select applicable): Wire Transfer ACH Check Card

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon delivery of written notice no fewer than days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Provider shall deliver to Client all work in progress and final deliverables for which Client has paid, and Client shall pay Provider for all services performed through the effective date of termination, subject to set-off for any unpaid disputed amounts.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, customer and other proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party shall (i) hold in confidence the other party's Confidential Information using at least the same degree of care it uses to protect its own similar information but in no event less than reasonable care; (ii) not use the Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose the Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Period: The obligations in this section shall survive for years following termination or expiration of this Agreement, except to the extent otherwise required by law.

LIMITATION OF LIABILITY; WARRANTIES

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence or willful misconduct, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflicts of law. The parties expressly submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any dispute arising under this Agreement.

Entire Agreement: This Agreement, including all exhibits and appendices 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, negotiations and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Any purported assignment in violation of this provision shall be void.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, labor disputes, governmental actions, or interruptions in internet or telecommunications services.

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