Business Services Agreement for Hunter Street IO

Business Services Agreement for Hunter Street IO

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client seeks to engage Provider to perform certain business services related to Hunter Street IO's operations, marketing, and technology integration as further described below; and

WHEREAS, Provider represents that it has the qualifications, experience, and personnel necessary to provide the services under this Agreement and agrees to perform such services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Services shall include the tasks, deliverables, milestones, and acceptance criteria set forth in the Description of Services above and any statements of work executed by the parties. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Invoices shall be issued to Client by Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of receipt. All payments shall be made in United States dollars.

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses directly incurred in connection with the performance of services. Provider shall obtain written approval from Client before incurring any single expense in excess of .

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, except as otherwise expressly provided in this Agreement.

Confidentiality

Each party (a "Recipient") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (a "Discloser") disclosed in connection with this Agreement, except as necessary to perform its obligations hereunder. "Confidential Information" means non-public business, technical, financial and personnel information, proposals, software, processes, trade secrets, and other information reasonably understood to be confidential. The obligations in this Section do not apply to information that: (i) is or becomes generally known to the public through no act or omission of Recipient; (ii) is received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates in seeking a protective order or other appropriate remedy.

Intellectual Property and Work Product

Unless otherwise agreed in a written statement of work, Provider hereby assigns to Client all right, title, and interest in deliverables and work product created specifically for Client under this Agreement, subject to Client's payment of all fees due hereunder. Provider retains ownership of its pre-existing tools, methodologies, and know-how. Provider grants Client a non-exclusive, worldwide, royalty-free license to use any retained Provider materials that are embedded in delivered work product solely to the extent necessary to use the deliverables.

Representations, Warranties and Disclaimers

Provider represents that it will perform the services in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or a breach of the confidentiality or intellectual property provisions, neither party shall be liable to the other for incidental, consequential, punitive, or special damages. Provider's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct.

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 laws principles.

Notices

All notices, requests, consents, and other communications 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 designate in writing.

Entire Agreement and Amendment

This Agreement, including any statements of work and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' intent.

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