Business Kosco Template

BUSINESS KOSCO TEMPLATE

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

Recitals

WHEREAS, Company seeks certain business services for the operation and development of its commercial activities; and

WHEREAS, Service Provider represents that it has the skill, qualifications, and resources necessary to perform the services described in this Agreement and agrees to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform the services for Company.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description is intended to be comprehensive; any material deviation or expansion of scope shall require a written amendment executed by both parties.

Payment Terms

Company shall pay Service Provider for the services rendered in accordance with the terms below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted to Company in writing and payment shall be due within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower), calculated daily from the due date until paid.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

"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 given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective treatment.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Company a perpetual, non-exclusive, worldwide license to use, reproduce, and modify deliverables produced under this Agreement for Company's internal business purposes. Service Provider represents that deliverables will not infringe third party intellectual property rights and agrees to indemnify Company for any breach of this representation.

Limitation of Liability

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

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification, waiver, or amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is determined to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to a successor in interest in connection with a merger or sale of all or substantially all of Company's assets.

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