Business Document for Gina Mirza

BUSINESS SERVICES AGREEMENT - Gina Mirza

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional business services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, skill and capacity to perform the services described below and is willing to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the engagement.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall deliver work in a professional and timely manner and shall comply with Client's reasonable directions and the specifications set forth below.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the amounts and according to the schedule set forth below.

Invoicing: Service Provider shall submit invoices to Client in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice.

Late Fee: Unpaid amounts shall accrue interest at a rate of or the maximum permitted by law, whichever is less.

Reimbursable Expenses: Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider upon submission of supporting receipts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment for accrued amounts, and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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.

Obligations: Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Compelled Disclosure: If a party is required by law to disclose Confidential Information, it shall promptly notify the disclosing party and cooperate in any efforts to obtain confidential treatment or a protective order.

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 law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. If the dispute cannot be resolved by negotiation within 30 days, the parties may pursue any remedies available at law or in equity in the courts located in the governing law jurisdiction.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory obligations. Nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

ENTIRE AGREEMENT

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

NOTICES

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