Business Services Akkodis

BUSINESS SERVICES AGREEMENT (AKKODIS)

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technical, consulting and related business services and has represented that it has the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services pursuant to the terms herein.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $

Late Payment: If any undisputed amount is not received by Service Provider within days after the due date, Client shall pay interest on the unpaid amount at the rate of or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, 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.

Obligations: The receiving party shall (i) maintain Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information, no less than those it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow a protective order or similar remedy.

Return or Destruction: Upon termination or upon written request, the receiving party shall return or, at the disclosing party's option, destroy all Confidential Information and certify in writing that it has complied with this obligation.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or damages arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

CONFIRMATIONS

By signing below, each party represents and warrants that it has the full right, power and authority to enter into this Agreement, that this Agreement is binding and enforceable against it in accordance with its terms, and that the individual signing on its behalf is duly authorized to do so.

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