Business Pacifica Document

Business Pacifica Document

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

Parties

Recitals

WHEREAS, Client desires to procure certain business, advisory, or operational services from Service Provider, and Service Provider represents that it possesses the experience, personnel, and resources necessary to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and to allocate the parties' respective rights and obligations with respect to those services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliver the deliverables detailed above in a professional and workmanlike manner consistent with industry standards. Any change in the scope that affects cost or schedule shall be documented in a written change order signed by authorized representatives of both parties.

Payment Terms

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing written notice and a ten (10) day opportunity to cure. All fees and charges due hereunder are exclusive of taxes, and Client shall be responsible for any taxes imposed on payments under this Agreement, except taxes based on Service Provider's income.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days following written notice of such breach. Sections that by their nature survive termination shall remain in effect, including but not limited to payment obligations, confidentiality, indemnity, and intellectual property provisions.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all confidential or proprietary information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was independently developed by the Receiving Party without use of the Disclosing Party's confidential information, or is rightfully received from a third party without restriction. The Receiving Party shall use confidential information only for the purpose of performing obligations under this Agreement and shall not disclose it to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use the final deliverables upon full payment of all fees due hereunder. Service Provider retains ownership of Service Provider's pre-existing materials, tools, methodologies, and any general knowledge or skills acquired in performing the services. To the extent any deliverable incorporates pre-existing materials of Service Provider, Service Provider hereby grants Client a license to use such materials as embedded in the deliverable for Client's internal business purposes.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of its representations, warranties, or obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the notice address provided above or to such other address as either party may designate by notice to the other.

Governing Law; Dispute Resolution

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 to negotiate in good faith to resolve any dispute arising under this Agreement prior to initiating litigation.

Entire Agreement and Amendment

This Agreement, including all schedules, exhibits, and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an acquirer of substantially all of its assets or equity.

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