Business Services AIPSD

Business Services AIPSD

Parties and Recitals

This Business Services Agreement (the Agreement) is entered into by and between Client Name: with principal address: (Client), and Service Provider Name: with principal address: (Service Provider).

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Service Provider to furnish professional services, deliverables and related support in accordance with the Scope of Work and Payment Terms set forth below, and to protect confidential information exchanged between the parties.

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

Scope of Work

Deliverables, milestones and acceptance criteria, where applicable, shall be as specified above and in any attached work orders executed by the parties. Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Unless otherwise agreed in writing, invoices shall be submitted by Service Provider to Client in accordance with the payment schedule above. Client shall pay undisputed invoices within days of receipt. All amounts payable hereunder are exclusive of taxes; Client shall be responsible for applicable sales, use, value-added and other taxes, except taxes on Service Provider's income.

Past due amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus Service Provider's reasonable collection costs including attorneys' fees. Late fee:

Term and Termination

Effective Date:   Term End Date:

This Agreement shall commence on the Effective Date and shall continue in full force until the Term End Date unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice.

Upon termination, Service Provider shall deliver all completed and in-process deliverables and invoices for all services performed through the effective date of termination, and Client shall promptly pay for services performed and reasonable expenses incurred prior to termination.

Confidentiality

Each party (Recipient) shall hold in confidence and not disclose any Confidential Information of the other party (Discloser) and shall not use such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes nonpublic business, technical, financial or customer information marked confidential or that reasonably should be understood to be confidential.

The obligations of confidentiality shall not apply to information which: (a) is or becomes public through no breach by Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt notice and cooperates in any effort to obtain protective relief.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement (Work Product), and Client shall have exclusive ownership of such Work Product. Service Provider retains ownership of its preexisting materials, tools and methodologies. To the extent Service Provider's preexisting materials are incorporated into Work Product, Service Provider grants Client a perpetual, nonexclusive, royalty-free license to use such elements solely as incorporated in the Work Product.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against third party claims arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Except for gross negligence or willful misconduct, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Notices shall be in writing and delivered by personal delivery, certified mail, courier or email to the addresses set forth above and shall be effective upon receipt.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, pandemics, government actions, or interruption of utilities or communications, provided that the affected party gives prompt notice to the other and uses commercially reasonable efforts to resume performance.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any other available remedies.

Entire Agreement

This Agreement, including any work orders, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be binding unless executed in writing by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets.

Acknowledgement

Each party represents and warrants that it has the authority to enter into this Agreement and that the signatory below is duly authorized to bind the party.

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