Business Contract Type

BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is made and entered into as of the date set forth below by and between Client Name: and Service Provider Name: . Each of Client and Service Provider is sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Service Provider possesses expertise and experience in providing the professional services described herein and is willing to perform such services for Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform services for the benefit of Client, and Service Provider agrees to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and related payments, confidentiality, and risk allocation.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall furnish all labor, materials, equipment, supervision, and management necessary for the performance of the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for performance of the Services as follows. All sums are payable in United States dollars unless otherwise agreed in writing.

Invoices submitted by Service Provider shall be due and payable within days of Client's receipt of a proper invoice. Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law, plus any reasonable collection costs.

3. Term and Termination

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in any form that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The Receiving Party shall: (a) keep Confidential Information strictly confidential using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information other than to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Representations; Indemnification; Limitation of Liability

Each Party represents that it has the power and authority to enter into and perform this Agreement. Service Provider represents that the Services will be performed in a professional manner in accordance with generally accepted industry standards.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, losses, liabilities, damages and expenses arising out of Service Provider's negligence, willful misconduct, or breach of this Agreement. Client shall indemnify, defend and hold harmless Service Provider for liabilities arising from Client's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.

6. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the Party at the address set forth below or at such other address as such Party may designate in writing.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its 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 between senior representatives. If the dispute is not resolved within forty-five (45) days, the Parties may pursue any remedy available at law or in equity.

9. Entire Agreement; Amendments

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between them.

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