Business Services Agreement Jandy TCX

BUSINESS SERVICES AGREEMENT JANDY TCX

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider represents that it has the expertise, personnel and resources to perform such services in accordance with the terms of this Agreement; and

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

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

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below in accordance with the terms of this Agreement. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider for the services rendered as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices to Client. Unless otherwise stated on the invoice, Client shall pay each invoice within days of the invoice date.

Overdue amounts shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower, calculated monthly from the date due until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

Term: This Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. In the event of termination for convenience, Client shall pay Service Provider for all services performed and reasonable out-of-pocket costs incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and the breach is not cured within 15 days after receipt of written notice specifying the breach, or immediately for breaches that are not reasonably curable.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information that is marked confidential or that, under the circumstances, ought reasonably to be treated as confidential, including business, technical and financial information, and any work product. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of a duty to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as such information retains trade secret status.

5. INTELLECTUAL PROPERTY

Except as expressly provided herein, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Service Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement, subject to Client's payment in full. Service Provider may retain copies of work product for internal recordkeeping, provided no Confidential Information of Client is disclosed.

6. WARRANTIES; INDEPENDENT CONTRACTOR

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations arising from the compensation paid under this Agreement.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all third party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized courier, or certified mail, return receipt requested, or by email with confirmation of receipt.

9. 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 conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If unresolved within 30 days, either party may pursue any remedy available at law or in equity.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

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