Business Services Banda

Business Services Banda

This Business Services Agreement (Agreement) is made effective as of , by and between the parties set forth below.

WHEREAS

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

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

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, fees and other matters described below.

Scope of Work

Service Provider shall perform the services, deliverables and tasks described below. Service Provider shall perform such services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of services. All fees are payable in United States dollars unless otherwise agreed in writing.

Payments shall be due within days of invoice, unless otherwise specified in the Payment Schedule. In the event Client fails to pay any undisputed amount when due, Client shall pay a late fee equal to % per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (Receiving Party) agrees to hold in confidence and not disclose or use any Confidential Information of the other party (Disclosing Party) except as reasonably necessary to perform under this Agreement. "Confidential Information" means non-public business information disclosed in writing, orally, or by other tangible means and identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations do not apply to information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is already known to the Receiving Party at the time of disclosure as evidenced by written records; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate to seek an appropriate protective order.

Confidentiality obligations shall continue for years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

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.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Entire Agreement

This Agreement, including all Schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify by notice to the other. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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