Business Sesame Template

BUSINESS SESAME TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client is engaged in the business of operating and managing commercial activities and requires certain business services to be performed on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Client shall reimburse Service Provider for all reasonable pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon submission of appropriate documentation. Service Provider shall submit itemized invoices to Client in accordance with the payment schedule; invoices not disputed in writing within ten (10) days shall be deemed accepted.

3. TERM AND TERMINATION

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 providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for cause upon material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Within ten (10) days of termination, Service Provider shall deliver to Client all work in progress and, upon request, reasonable documentation necessary for Client to continue the Services.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence and shall not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement (Confidential Information), except as expressly permitted by this Agreement or required by law. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, technical information, and trade secrets.

The Receiving Party shall take reasonable measures to protect Confidential Information and shall limit disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without an obligation of confidentiality.

Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and agree that injunctive relief shall be available in addition to other remedies.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for payment of all wages, benefits, taxes, and other obligations for its personnel and subcontractors. Nothing in this Agreement shall be construed to create an employment relationship.

6. LIMITATION OF LIABILITY

Except for breaches of confidentiality and willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement, whether based on contract, tort, or other legal theory, even if advised of the possibility of such damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

8. ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits, and 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, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate 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 headings used in this Agreement are for convenience only and shall not affect interpretation.

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