Business Document Gina

Business Document Gina

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

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services described herein and Contractor represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement.

WHEREAS, Contractor agrees to provide such services to Client under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other terms governing their relationship.

1. SCOPE OF WORK

Contractor shall perform the services described below (the "Services"). Contractor shall provide all personnel, equipment and materials necessary to complete the Services in a professional and timely manner in accordance with industry standards.

2. PAYMENT TERMS

As full compensation for the Services, Client shall pay Contractor the fees and expenses set forth below. All fees are exclusive of taxes, which shall be the responsibility of the party required by law to pay them.

Late payments shall accrue interest at a rate of per month on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Contractor for collection costs, including reasonable attorneys' fees, incurred in enforcing payment.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until 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 cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually or in writing, 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 does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without an obligation of confidentiality; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold the Disclosing Party's Confidential Information in strict confidence and take reasonable measures to protect it; (ii) use the Confidential Information only to perform under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations 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. INDEPENDENT CONTRACTOR; LIABILITY

Contractor is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. Contractor is responsible for all taxes and withholdings respecting its personnel. Except for willful misconduct or gross negligence, neither party shall be liable to the other for any incidental, consequential, special or punitive damages arising out of or related to this Agreement.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt notice of any claim and reasonable cooperation in defense.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the mail, postage prepaid.

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 conflict of law principles. The parties shall attempt in good faith to resolve any dispute promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state unless otherwise agreed in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets. Headings are for convenience only and do not affect interpretation.

EXECUTION

The persons signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign.

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