Business KeyLogic Document

Business KeyLogic Document

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Provider Name: . Client and Provider are sometimes individually referred to as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client seeks certain advisory, technical, and business analysis services in connection with Client’s operations and strategic initiatives; and

WHEREAS, Provider represents that it has the experience, personnel, and capacity to perform the services described in this Agreement in a commercially reasonable manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and Client will pay for such services.

Scope of Work

Provider shall provide the services and deliverables described below. Provider will perform the services in a professional and workmanlike manner consistent with industry standards and the specifications set forth in this Agreement.

Payment Terms

In consideration for the services performed by Provider, Client shall pay Provider in accordance with the following terms. All amounts are in U.S. Dollars unless otherwise specified.

All undisputed invoices not paid within the invoice term shall accrue interest at the rate set forth above. Client shall not withhold payment of undisputed amounts due to claims of set-off; disputed amounts shall be promptly negotiated in good faith.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party (Discloser) to the other Party (Recipient) 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 generally known to the public through no act or omission of Recipient; (b) was in Recipient’s lawful possession prior to disclosure; (c) was independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided Recipient gives Discloser prompt notice and reasonably assists Discloser in seeking protective measures.

Recipient shall use Confidential Information solely for the purposes of performing under this Agreement and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Obligations of confidentiality shall remain in effect for years following the termination or expiration of this Agreement.

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 submit to the exclusive jurisdiction of the courts located in such State for disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the following addresses. Notices are effective upon receipt.

Miscellaneous

Relationship of Parties: Provider is an independent contractor and nothing in this Agreement shall be construed as creating an employer-employee, partnership, joint venture, or agency relationship. Provider shall be solely responsible for all taxes, insurance, and benefits relating to its personnel.

Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity. In the event of breach of confidentiality or misappropriation of Confidential Information, the non-breaching Party shall be entitled to injunctive relief in addition to damages.

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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