Business Services Agreement Alexcis

Business Services Agreement Alexcis

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform the services described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform such services on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided effective as of Effective Date: .

Scope of Work

Service Provider will perform the services described below in a professional and workmanlike manner in accordance with industry standards. The description below constitutes the full scope unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider the fees and reimbursable expenses described below in consideration for the services rendered. Payments shall be made in United States dollars unless otherwise agreed in writing.

All fees are exclusive of taxes. Client is responsible for applicable taxes, except for taxes on Service Provider's net income. Service Provider shall submit itemized invoices and Client shall not withhold taxes except as required by law.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any obligation and fails to cure such breach within Notice Period (days): days after receipt of written notice. Termination shall not relieve Client of its payment obligations for services performed and costs incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic 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. Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) was rightfully in the receiving party's possession without restriction prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice and reasonably cooperates to limit disclosure.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, royalty-free license to use deliverables prepared for Client under this Agreement for Client’s internal business purposes. Service Provider retains ownership of its preexisting intellectual property and general know-how. To the extent any preexisting Service Provider materials are incorporated into deliverables, Service Provider grants Client a nonexclusive license to use such materials as incorporated in the deliverables.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY 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 its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be deemed given upon receipt.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by both parties. If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect.

The parties are independent contractors and nothing in this Agreement creates an employment, joint venture, partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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