Business Services Advance International

BUSINESS SERVICES ADVANCE INTERNATIONAL

This General Business Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to obtain certain business services on an international basis and seeks a qualified provider to perform those services under the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement and agrees to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of such services.

SCOPE OF WORK

Service Provider will perform the services described below. The scope may include, but is not limited to, international market analysis, business development, contract negotiation support, regulatory advisory, and project coordination as further specified by Client.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth in this section in consideration for the Services. All amounts are payable in the currency specified below unless otherwise agreed in writing.

Unless otherwise specified in the schedule above, invoices are payable within days of receipt.

Service Provider may suspend performance if any undisputed invoice remains unpaid for more than days after notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, shall continue until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Termination for cause may be effected immediately upon written notice if a party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) will hold in strict confidence all non-public information disclosed by the other party (the Disclosing Party) 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). Confidential Information includes, but is not limited to, business plans, financial information, trade secrets, technical data, client lists, and pricing.

The Receiving Party shall not disclose Confidential Information to any third party except as required to perform the Services and only on a need-to-know basis, and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall remain in effect during the Term and for years following termination or expiration of this Agreement, except for Confidential Information that qualifies as a trade secret under applicable law, for which protection shall be for as long as the information constitutes a trade secret.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE 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 without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the competent courts of that jurisdiction unless the parties agree in writing to arbitrate.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement will be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

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

Sign Now