Draft Business Responses

DRAFT BUSINESS RESPONSES — SERVICES AGREEMENT

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

Parties

Recitals

WHEREAS, Client Name: desires professional services to prepare, edit, and finalize written business responses including proposals, requests for information, and related commercial correspondence (Business Responses); and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources to prepare such Business Responses on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision, delivery, and payment for those services effective as of the date set forth below.

Effective Date

Effective Date:

Scope of Work

Service Provider shall prepare Business Responses as requested by Client in accordance with the terms of this Agreement. Services shall include drafting, editing, formatting, and up to the number of revisions specified below; coordination with Client for clarifications; and delivery of final documents in the mutually agreed format.

Client Obligations

Client shall promptly provide all requested information, source materials, templates, access to personnel, and approvals necessary for Service Provider to perform the Services. Delays in Client's cooperation may extend delivery dates and may result in additional charges at the rates set forth below.

Payment Terms

Total Fee (excluding expenses):

Payment Schedule:

Payments due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse reasonable collection costs.

Term and Termination

Commencement Date:

Termination Date (if any):

Either party may terminate this Agreement for material breach that remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) hold the Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted in this Agreement, and (c) use it only to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no wrongful act of the recipient, or information already known to recipient without obligation of confidentiality prior to disclosure.

Upon termination or at Client's request, Service Provider shall return or destroy Client Confidential Information and certify in writing the return or destruction of such materials, except to the extent retention is required by law or for Service Provider's archival backup consistent with confidentiality obligations.

Intellectual Property and Work Product

Subject to Client's timely payment in full of all amounts due, Service Provider assigns to Client all right, title and interest in and to final deliverables prepared specifically for Client under this Agreement (Work Product). Service Provider retains ownership of its pre-existing materials, general know-how, templates, methodologies, and tools used to create the Work Product, and grants Client a nonexclusive, royalty-free license to any of those materials insofar as they are embedded in the delivered Work Product.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

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.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial courier, or by electronic mail with confirmation of receipt.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement will be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be valid and binding.

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