Business XL Document

Business XL Document

This Business Services Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: with business address: , and Service Provider Name: with business address: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform business development, consulting, and related services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the professional skills, qualifications, personnel and resources necessary to perform the services described herein and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Service Provider shall provide services and Client shall pay for those services.

Scope of Work

Payment Terms

Compensation: Client shall pay Service Provider the total amount of USD for the services described in this Agreement, subject to adjustments for approved change orders.

Select schedule (check all that apply): Lump sum on completion Monthly installments Milestone-based payments

Invoice Terms: Invoices issued by Service Provider shall be due and payable within days of invoice date. Late payments shall accrue interest and fees as set forth below.

Late Fee: Unpaid amounts shall incur a late fee of percent per month, compounded monthly, or a fixed fee of USD, whichever is greater.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" means non-public information whether in oral, written or electronic form that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (i) use Confidential Information only for performance of this Agreement, (ii) limit disclosure to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination for a period of .

Representations, Indemnification and Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Service Provider represents that services shall be performed in a professional and workmanlike manner in accordance with prevailing industry standards.

Indemnification: Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses or liabilities arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by Client's negligence or breach.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, strikes, lockouts, pandemics, governmental actions, or failures of suppliers, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

Governing Law and Dispute Resolution

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

Disputes: The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the parties' agreed arbitration procedures, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or as otherwise designated in writing by the parties.

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