Business Document TF Prenton

Business Document TF Prenton

This Business Services Agreement (the Agreement) is entered into on this day of , by and between:

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business and professional services described herein, and Service Provider has the experience and capability to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties wish to define their respective rights, duties, and obligations with respect to the performance of such services and associated compensation; and

WHEREAS, the parties intend that the provisions of this Agreement shall constitute the entire understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the scope may be supplemented by written statements of work executed by both parties.

Payment Terms

As full and complete compensation for performance of the Scope of Work, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and conditions stated.

If any payment is not received by Service Provider within days after the due date, Client shall pay a late fee of on the outstanding amount, calculated monthly.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) acknowledges that it may receive Confidential Information from the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial or strategic information disclosed in any form. The Receiving Party agrees to (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis and subject to confidentiality obligations no less protective than those contained herein. The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available through no breach of this Agreement, (b) is lawfully received from a third party without restriction, (c) was in the Receiving Party's possession prior to disclosure, or (d) is independently developed by the Receiving Party.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to any deliverables and work product created specifically for Client under this Agreement, subject to Client's payment in full of all amounts due. Service Provider retains ownership of its pre-existing materials, tools and methodologies and grants Client a nonexclusive, nontransferable license to the extent necessary to use the deliverables for their intended business purpose.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party designates by notice).

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles. The parties shall first attempt to resolve disputes in good faith by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the agreed forum, subject to the rules mutually selected by the parties.

Assignment; Successors

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control; provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Entire Agreement

This Agreement, including all exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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