Business Services Amira

BUSINESS SERVICES AMIRA

Parties

Individual    Corporation    LLC    Other

Effective Date:

Recitals

WHEREAS, Service Provider named above provides business consulting, advisory and related professional services and possesses the expertise and resources required to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider desires to provide such services to Client; and

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

Scope of Work

Payment Terms

Client shall pay Service Provider the fees described below in exchange for the services performed under this Agreement. Fees and schedules are non-refundable except as expressly provided herein.

Payment is due within days of invoice unless otherwise stated. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Reimbursable expenses: Yes     If yes, expense cap (per invoice):

Term and Termination

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

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination and for any non-cancellable commitments made prior to termination.

Confidentiality

Each party agrees that, during the term of this Agreement and for a period of years thereafter, it shall keep confidential and shall not disclose to any third party Confidential Information of the other party except as expressly permitted herein. "Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including but not limited to business plans, pricing, financial data, client lists and technical information.

Confidentiality obligations shall not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt written notice and opportunity to seek protective relief.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all ownership and intellectual property rights in any pre-existing materials, methodologies or tools used to create the deliverables. To the extent any deliverable constitutes a work made for hire under applicable law, it shall be owned by Client upon full payment; otherwise, Service Provider hereby assigns to Client all right, title and interest in the deliverable upon full payment.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, damages, liabilities and costs (including reasonable attorneys' fees) arising out of the indemnifying party's willful misconduct or negligent performance of its obligations under this Agreement.

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 conflicts of law rules. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation and, if unsuccessful, by mediation prior to pursuing litigation. Venue for any litigation shall lie in the state or federal courts located in the county of the governing law state.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notices shall be deemed delivered when received by hand, by confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Certification: By signing below, each signatory represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign and that all information provided in this Agreement is true and correct to the best of their knowledge.

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