Business Services Apack-Pithon

Business Services Apack-Pithon

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform such services and agrees to provide those services pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality obligations and other terms governing their relationship in a single written agreement.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services, except as otherwise set forth in this Agreement.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices submitted by Service Provider are due within the time period specified in the Payment Schedule. If Client fails to pay any undisputed invoice by its due date, Service Provider may charge interest at the rate set forth in the Late Payment Fee and may suspend performance upon five (5) days' prior written notice if payment remains outstanding.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed prior to termination nor relieve Service Provider of the obligation to deliver work product completed as of the date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) is already known to the receiving party at the time of disclosure as evidenced by written records; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for actions arising out of or relating to this Agreement.

6. Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. Entire Agreement; Amendments

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

8. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of any other provision, and the parties agree to replace any invalid provision with a valid provision that most closely approximates the parties' intent.

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