Business Document Peoria

BUSINESS DOCUMENT PEORIA

This Business Services Agreement (the "Agreement") is made and entered into effective as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client Name: seeks to retain Service Provider to perform business services described herein; and

WHEREAS, Service Provider Name: represents that it has the competence and capacity to provide such services on the terms and conditions set forth in this Agreement.

Scope of Work

Service Provider shall perform the services described below. The description below, together with any attachments incorporated by reference, constitutes the complete scope of work to be performed by Service Provider.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ for the services described in the Scope of Work, subject to the schedule and terms below.

Invoicing: Service Provider shall submit invoices to Client in accordance with the schedule above. Payments are due within days of receipt of an accurate invoice.

Late Payment: Late payments shall incur a late fee equal to % per month on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

Term: 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 any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition and Obligations: "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or required by law.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the receiving party, (b) is received from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the receiving party without use of or reference to the other party's Confidential Information.

Duration: The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

Indemnification and Insurance

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Insurance: Service Provider shall maintain during the term of this Agreement insurance coverage consistent with industry standards sufficient to cover its obligations under this Agreement and shall provide certificates of insurance upon reasonable request.

Governing Law; 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 through negotiation. If unresolved, the parties may pursue any remedies available at law or in equity in the courts of the chosen governing law jurisdiction.

Miscellaneous; Entire Agreement

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendment: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement: This Agreement, together with any exhibits or 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 oral or written.

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