Palziv Business Services Agreement

Palziv Business Services Agreement

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, implementation, and support as described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider agrees to perform such services under the terms and conditions stated herein.

WHEREAS, the parties intend that this Agreement define their respective rights and obligations with respect to the services and deliverables to be provided by Service Provider to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below. Service Provider agrees to provide the services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As consideration for the services provided under this Agreement, Client shall pay Service Provider the fees and reimbursements set forth below. All fees are stated in lawful currency of the jurisdiction specified in this Agreement.

Total Contract Amount: $

Late Payment: In the event Client fails to pay any undisputed amount by the due date, Client shall pay interest on the overdue amount at the rate of compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least prior to the effective date of termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred up to the effective date of termination, including any non‑cancellable commitments. Sections concerning payment, confidentiality, indemnification and limitation of liability shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in oral, written, electronic or other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, trade secrets, technical specifications, software, source code, and proprietary methodologies.

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

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, including loss of profits, even if advised of the possibility of such damages. Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligent acts or omissions or breach of its obligations under this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedies available at law or in equity.

ENTIRE AGREEMENT

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, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

The parties may change their notice address by providing written notice in accordance with this section.

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