Business Services Agreement 4evercaringevonne

Business Services Agreement 4evercaringevonne

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: and Service Provider Name: with principal address: .

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services as described in this Agreement and Service Provider is willing to provide such services on the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services required by Client in a professional and workmanlike manner;

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

1. Services

Service Provider shall provide the business services described in the Scope of Work attached to and incorporated into this Agreement. Service Provider shall perform the services in accordance with industry standards and applicable law, using suitably qualified personnel, and shall be solely responsible for the manner and means of performance.

2. Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees and reimbursements set forth below. Fees shall be calculated and invoiced in United States Dollars unless otherwise agreed in writing.

Invoices are payable within days from receipt. Overdue amounts shall accrue interest at the rate of % per month (or the maximum lawful rate if less). Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services, subject to submission of appropriate receipts.

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice thereof. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving 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. Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need-to-know and are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that is (i) or becomes generally available to the public through no fault of Receiving Party; (ii) rightfully received from a third party without restriction; (iii) independently developed by Receiving Party without reference to Confidential Information; or (iv) required to be disclosed by law or court order, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in seeking a protective order.

By checking this box, the undersigned confirm they have read and will comply with the confidentiality obligations set forth above.

5. Independent Contractor; Insurance

Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel. Nothing in this Agreement creates an employment, partnership or agency relationship between the parties. Service Provider agrees to maintain commercially reasonable liability insurance and, upon request, provide certificates evidencing such coverage.

6. 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 its gross negligence or willful misconduct in connection with this Agreement. Except for claims arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for any special, incidental, consequential or punitive damages. The aggregate liability of each party shall not exceed the fees paid or payable under this Agreement for the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

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 shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If unresolved within thirty (30) days, either party may pursue any remedies available at law or in equity in the courts of the governing state.

8. Entire Agreement; Modification

This Agreement, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held 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 interpretation.

Notices

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