Business Services WIROWEK

Business Services WIROWEK

This Business Services Agreement ("Agreement") is made on by and between Service Provider Name: and Client Name: .

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and technical support, and represents that it has the qualifications, experience, and ability to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform certain business services under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services as an independent contractor;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed and compensation to be paid;

Scope of Work

Service Provider shall perform the services and deliverables described below. Specific deliverables, milestones, and acceptance criteria will be as set forth in the Scope of Work field. Service Provider shall perform the services in a professional and workmanlike manner in accordance with prevailing industry standards.

Payment Terms

Client shall pay Service Provider for services rendered as follows: Total compensation of USD, payable in accordance with the payment schedule below. All amounts are expressed in United States Dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Client shall pay a late fee of USD on any invoice more than the due period past due.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 30 days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services satisfactorily performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information does not include information that is (a) publicly known through no breach by the Receiving Party, (b) rightfully received from a third party without breach of any obligation of confidentiality, or (c) independently developed by the Receiving Party without use of the Disclosing Party's confidential information. The confidentiality obligations set forth herein shall continue for a period of years following termination or expiration of this Agreement.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all payroll taxes, insurance, and benefits for its personnel. Service Provider shall maintain during the term appropriate insurance coverage, including general liability and professional liability insurance, and shall provide evidence of such insurance upon request.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL COMPENSATION PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law; Dispute Resolution

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. The parties agree to attempt to resolve disputes promptly by good-faith negotiation. If a dispute cannot be resolved by negotiation within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the chosen governing law state.

Entire Agreement; Amendments

This Agreement, including any exhibits and scopes of work incorporated by reference, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business or assets.

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