Business Document Hammond

BUSINESS DOCUMENT HAMMOND

This Business Services Agreement (the Agreement) is entered into on by and between Client Name: , with principal address: , and Service Provider Name: , with principal address: .

RECITALS

WHEREAS, Client requires certain professional business services described herein and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and resources to perform the services and is willing to provide such services in accordance with the Scope of Work, Payment Terms, and other provisions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and termination in a written agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards. Material changes to the Services must be agreed in writing by both parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses described below. All fees are exclusive of taxes unless otherwise required by law.

Any undisputed past-due amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client will also be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination for cause shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence Confidential Information of the other party and shall not disclose such information to any third party except as necessary to perform the Services or as required by law. Confidential Information excludes information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is already known to the receiving party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, inventions, and materials created by Service Provider specifically for Client under this Agreement (Deliverables) shall be deemed works made for hire and Client shall own all right, title and interest in such Deliverables upon full payment. Service Provider retains ownership of general skills, know-how, and pre-existing materials, and grants Client a nonexclusive, perpetual license to pre-existing materials incorporated into the Deliverables to the extent necessary for Client's use of the Deliverables.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes and statutory obligations related to its performance under this Agreement and shall obtain and maintain all required permits and insurance.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that venue for any dispute arising under this Agreement shall be in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification shall be effective unless 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 address listed for each party in the introductory paragraph or to such other address as either party may designate by written notice. Notices shall be effective upon delivery by personal delivery, certified mail, or overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

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