Business WPS Document

BUSINESS WPS DOCUMENT

This Business WPS Document ("Agreement") is made and entered into on this day of , by and between:

RECITALS

WHEREAS, Client is engaged in the business described as and requires certain services related to WPS operations and related business processes;

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement in a professional manner and in accordance with industry standards;

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

SCOPE OF WORK

Service Provider shall perform the services described below. The scope may include process analysis, implementation of WPS procedures, payroll coordination, reporting, and any ancillary tasks reasonably necessary for completion.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered as follows:

Invoices shall be submitted by Service Provider and are due within days of receipt. Late payments shall incur a late fee equal to the greater of per month or USD until paid in full. Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the end date specified below unless earlier terminated in accordance with this Agreement.

Effective Date:    Termination Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. In the event of a material breach by either party, the non-breaching party may terminate this Agreement if the breaching party fails to cure the breach within days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes, without limitation, non‑public business information, trade secrets, employee data, payroll information, technical and operational procedures, and any information clearly designated as confidential.

Confidential Information shall not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was rightfully known to the Receiving Party prior to receipt from the Disclosing Party, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets where protection shall continue as required by applicable law.

LIMITATION OF LIABILITY

Except for liability arising from intentional misconduct, gross negligence, or willful breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules agreed by the parties at the time of arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules 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, understandings, and negotiations, whether written or oral. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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