Business Supplier Service Agreement

BUSINESS SUPPLIER SERVICE AGREEMENT

This Business Supplier Service Agreement ("Agreement") is entered into on Date: by and between Client Name: ("Client") and Supplier Name: ("Supplier"). The Client and Supplier are each a "Party" and together the "Parties."

Recitals

WHEREAS, Client engages in the business of procuring goods and services necessary for its operations and requires Supplier to provide specified services on the terms set forth herein;

WHEREAS, Supplier represents and warrants that it has the experience, personnel, licenses, and capability to perform the services described in this Agreement in a professional and workmanlike manner; and

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

Scope of Work

Supplier shall provide the services described above in accordance with the specifications, schedules, and performance standards set out in this Agreement and any mutually agreed written statements of work. Supplier shall designate a project manager responsible for performance and communication: Project Manager Name:

Payment Terms

Invoices shall be submitted to the Client at the address for notices specified below and shall include sufficient detail to substantiate charges. Unless otherwise agreed in writing, Client will pay properly submitted invoices within days of receipt. Payment method:

Unpaid amounts shall accrue interest at a rate of percent per month (or the maximum lawful rate if less). In addition to interest, Client may withhold payments for amounts disputed in good faith until resolution.

Term and Termination

This Agreement begins on Start Date: and continues until End Date: unless earlier terminated as set forth herein.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party delivered at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Supplier for all services properly performed through the effective date of termination and any non-cancellable commitments reasonably incurred.

Either Party may terminate immediately for cause in the event of a material breach by the other Party that remains uncured thirty (30) days after written notice specifying the nature of the breach. Material breaches include persistent failure to perform, insolvency, or violation of applicable laws.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and shall not use or disclose any non-public proprietary information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement, except as necessary to perform under this Agreement or as required by law. Confidential information does not include information that is or becomes publicly known other than by breach of this Agreement, is independently developed by the Receiving Party, or is rightfully received from a third party without restriction. The obligations of confidentiality survive termination of this Agreement for a period of years.

Insurance; Warranties; Liability

Supplier shall maintain insurance coverage appropriate for its services, including commercial general liability and workers' compensation, and shall provide certificates upon Client's request. Insurance details:

Supplier warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SUPPLIER DURING THE PRIOR TWELVE (12) MONTHS.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without reference to its conflicts of law rules. The Parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the county where Client's principal place of business is located.

Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior communications, representations, or agreements, oral or written. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as such Party may designate in writing.

Miscellaneous Provisions

Relationship of Parties: Supplier is an independent contractor and nothing in this Agreement creates an employer-employee, joint venture, partnership, or agency relationship. Neither Party may bind the other without prior written consent.

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 Client may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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