Concierge Business Services Contract

CONCIERGE BUSINESS SERVICES CONTRACT

This Concierge Business Services Contract ("Agreement") is entered into by and between Client Name: and Service Provider Name: . The effective date of this Agreement is Effective Date: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform concierge business services consisting of personalized administrative, personal assistance, and coordination tasks on behalf of Client; and

WHEREAS, Service Provider is willing and able to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing their relationship and the performance, payment, confidentiality, and termination obligations arising from the services to be rendered.

SCOPE OF WORK

PAYMENT TERMS

Client agrees to pay Service Provider the Fees described below in exchange for performance of the Services. All dollar amounts are stated in U.S. dollars unless otherwise specified.

Late Payment: Any undisputed invoice not paid within days of receipt shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and expenses incurred by Service Provider to collect past-due amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination Without Cause: Either party may terminate this Agreement without cause upon written notice given not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Service Provider shall cease performance and Client shall pay Service Provider for all Services performed and reasonable, documented expenses incurred through the effective date of termination. Parties shall promptly return or destroy Confidential Information as set forth below.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exclusions: Confidential Information does not include information that is (i) publicly known through no wrongful act of Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or (iv) required to be disclosed by law or valid order of a court or governmental body (provided Receiving Party gives prompt written notice to allow Disclosing Party to seek protective measures).

Return of Materials: Upon termination or written request, Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify such return or destruction in writing.

RELATIONSHIP OF THE PARTIES

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be responsible for all taxes and withholdings arising from compensation paid hereunder and shall not be eligible for any employee benefits from Client.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in connection with performance of the Services.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; 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 law principles.

Dispute Resolution: The parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Agreement. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator under the applicable commercial arbitration rules selected by the parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

Entire Agreement: This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party may designate by written notice.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most nearly approximates the parties' intent.

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