Business Services Aidza

Business Services Aidza

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

WHEREAS

WHEREAS, Service Provider represents that it possesses the expertise, personnel and resources necessary to perform business services including advisory, operational support and project management as described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to perform the services for Client pursuant to the terms of this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below ("Services"). The Services shall include, without limitation, the tasks, deliverables, milestones and timelines set forth in the Scope of Work field. Any material change to the Services, deliverables, or schedule shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in exchange for the Services. All fees are due in United States Dollars unless otherwise agreed in writing.

Unless otherwise agreed, Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within the Invoice Due Period. Disputed items must be notified in writing within ten (10) days of receipt of an invoice and the parties shall negotiate resolution in good faith.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after written notice. Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that certain confidential and proprietary information will be disclosed in connection with the Services. "Confidential Information" includes business plans, customer lists, financial data, trade secrets, and other non-public information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, unless such Confidential Information constitutes a trade secret in which case protection shall continue as long as permitted by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, deliverables created by Service Provider specifically for Client under this Agreement shall be considered "work made for hire" and ownership of such deliverables will vest in Client upon full payment. Service Provider shall retain ownership of its pre-existing tools, methodologies and background technology and grants Client a non-exclusive, non-transferable license to use such background solely as incorporated in the delivered work.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship. Service Provider is solely responsible for all taxes, insurance and benefits applicable to its employees and contractors.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, labor disputes, governmental actions or shortages of materials. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance.

ASSIGNMENT; AMENDMENT; SEVERABILITY

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 a successor in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by a written instrument signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party may designate by notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

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