Business Services Amayama

Business Services Amayama

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, advisory, and operational services and possesses the professional skill, personnel, and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth below on the terms and conditions contained herein; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards:

Service Provider shall perform the Scope of Work in accordance with any milestone schedule agreed in writing by the parties. Any material changes to the Scope of Work shall be set forth in a written amendment signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider for the services rendered as follows:

All fees are exclusive of applicable taxes, which Client shall pay in addition to the fees. Unless otherwise agreed, Service Provider will invoice Client and each invoice shall be due and payable according to the payment terms above. If Client disputes any portion of an invoice, Client must notify Service Provider in writing within ten (10) days of receipt and pay undisputed amounts in accordance with this Agreement.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination.

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

Confidentiality

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no wrongful act of Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek protective measures. The protections of this section shall survive termination or expiration of this Agreement for .

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, methodologies, know-how, and tools used in performing the services. Subject to full payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any custom deliverables specifically identified in writing as a work-for-hire shall be assigned to Client upon full payment; all other deliverables remain the property of Service Provider until assigned in writing.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT AS SET FORTH OTHERWISE, THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within thirty (30) days, the dispute shall be resolved by binding arbitration in the county where the Service Provider's primary place of business is located, unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any written exhibits or amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign 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 its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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