Business Services Agreement Carlos

BUSINESS SERVICES AGREEMENT — CARLOS

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

Recitals

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

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance and payment for the services to be provided under this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include, at minimum, the tasks and deliverables set forth in the description provided by Service Provider and agreed by Client. Service Provider shall provide all labor, equipment and materials necessary to perform the Services unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider for Services rendered in accordance with the following terms.

Late payments shall accrue interest at the lesser of (a) the maximum rate permitted by law or (b) on the outstanding balance, plus reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable obligations incurred on behalf of Client. Service Provider shall deliver to Client all work product completed through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the term of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction.

Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be solely responsible for payment of all compensation and benefits to its personnel and for all taxes and withholdings.

Service Provider shall maintain insurance appropriate to the Services provided. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement, subject to applicable law.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 shall attempt in good faith to resolve disputes through negotiation. If a dispute cannot be resolved by negotiation, the parties agree that the dispute shall be resolved by binding arbitration conducted in the county or equivalent jurisdiction of the governing law state, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment to this Agreement must be made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify by written notice in accordance with this Section.

Representations and Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized, and that neither the execution nor performance will violate any other agreement or law.

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