Business Services Agreement for Alexia Smith

Business Services Agreement for Alexia Smith

This Business Services Agreement (the Agreement) is made on this day of , by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that Service Provider has expertise and experience to provide the business services described in this Agreement and is duly qualified to render such services to Client; and

WHEREAS, Client desires to engage Service Provider, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described above in a professional and timely manner and shall use reasonable skill, care and diligence consistent with industry standards. Any material change in the scope of services must be agreed in writing by the parties and, if applicable, shall be subject to an adjustment to fees and schedule as set out in Payment Terms below.

Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Overdue amounts shall accrue interest at the lesser of (a) a rate of or (b) the maximum rate permitted by applicable law. Client shall reimburse Service Provider for reasonable, preapproved expenses incurred in performance of services upon receipt of supporting documentation.

Term and Termination

The term of this Agreement shall commence on and shall continue 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 this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence and not disclose to any third party any confidential or proprietary information of the other party (Discloser) disclosed in connection with this Agreement, except as required by law. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement, is already in Recipient's possession at the time of disclosure without obligation of confidentiality, or is independently developed by Recipient without use of Discloser's confidential information. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement.

Independent Contractor; Tax Treatment

Service Provider is an independent contractor and is not an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations related to remuneration paid under this Agreement. Client shall not be responsible for withholding or paying any taxes on behalf of Service Provider.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD 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 conflicts of law principles. The parties agree to seek resolution of disputes in good faith through negotiation; if unresolved, disputes shall be submitted to binding arbitration in accordance with the rules agreed by the parties and held in the county nominated by the prevailing party.

Notices

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

Entire Agreement; Amendment

This Agreement, including any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to 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. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor-in-interest. The parties acknowledge that they have read and understand this Agreement and have had the opportunity to obtain independent legal advice.

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