Business Services Agreement for Saint Gobain

Business Services Agreement for Saint Gobain

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: Saint-Gobain (hereinafter "Client") and Service Provider: ("Provider"). Client Address:

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain business services described herein and Provider represents that it has the expertise, personnel, and resources to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

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:

SCOPE OF WORK

Provider shall perform the services in accordance with industry standards and in compliance with all applicable laws. Any material change to the scope shall be documented in a written change order, signed by authorized representatives of both parties, indicating any adjustments to fees or schedule.

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule. Client shall pay invoiced amounts within days from receipt of a properly submitted invoice. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: .

Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Provider for all services performed through the effective date of termination and reimbursable expenses incurred.

Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice. Termination shall be without prejudice to any rights or remedies the non-breaching party may have under law or equity.

CONFIDENTIALITY

"Confidential Information" means any non-public 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 includes, without limitation, business plans, technical data, product designs, pricing, and customer information.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without a duty of confidentiality; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and the disclosure is limited to what is legally required.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider shall indemnify and hold harmless Client and its affiliates from and against third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify Provider for claims arising from Client's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments or change orders signed by both parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Provider shall be solely responsible for payment of its employees and contractors and withholding of taxes.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations.

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