Business Services Associated Solutions

Business Services Associated Solutions

Parties and Effective Date

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, process improvement, and implementation support; and

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

WHEREAS, the parties intend by this Agreement to set forth their respective rights, responsibilities and remedies with respect to the services to be performed.

Scope of Work

Service Provider shall perform the services described below (Services). The Services shall include, but are not limited to, the deliverables, milestones and specifications set forth by mutual agreement of the parties.

Payment Terms

In consideration for the performance of Services, Client shall pay Service Provider as follows. All fees are payable in U.S. dollars unless otherwise stated.

Late payments shall incur interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs, attorneys' fees, and court costs incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection, 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.

The Receiving Party shall (a) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; (iii) was rightfully known to the Receiving Party prior to receipt from the Disclosing Party; or (iv) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

Limitation of Liability and Indemnification

Except for liability arising from a party's willful misconduct, gross negligence, fraud, or breaches of the confidentiality or intellectual property provisions, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, including loss of profits, even if such party has been advised of the possibility of such damages. The aggregate liability of each party for any claim arising out of or relating to this Agreement shall not exceed the total Fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Service Provider shall indemnify and hold harmless Client from and against any third-party claims to the extent resulting from Service Provider's breach of this Agreement or the gross negligence or willful misconduct of Service Provider. Client shall indemnify and hold harmless Service Provider from and against any third-party claims to the extent resulting from Client's breach of this Agreement or the gross negligence or willful misconduct of Client.

Intellectual Property

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of its pre-existing intellectual property and tools. Upon full payment of Fees, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, provided that such assignment does not include Service Provider's general methodologies, know-how, or software code that is independently licensed. Each party grants the other a limited, non-exclusive, non-transferable license to use its pre-existing materials solely for the purpose of receiving the benefit of the Services.

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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be effective upon personal delivery, confirmed delivery by national overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Acceptance

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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