Business Services Basic Agreement

Business Services Basic Agreement

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

RECITALS

WHEREAS, Client seeks to obtain certain business services in connection with its operations and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, resources, and personnel to provide the services described herein and is willing to provide those services to Client under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the services to be provided by Service Provider.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). The Services will be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider compensation for the Services as follows.

Invoices are due within days of receipt, unless otherwise agreed in writing. Late payments shall incur a late fee of % per month on any unpaid balance, and Service Provider may suspend performance if payments are more than days overdue.

All payments shall be made in United States dollars unless otherwise specified. Client is responsible for any applicable taxes, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days of written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other party, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential. Neither party will disclose Confidential Information of the other party to any third party nor use it except as necessary to perform obligations under this Agreement.

The obligations in this section survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection will continue as long as the information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Upon full payment of amounts due for a particular deliverable, Service Provider assigns to Client all right, title and interest in and to the deliverables specifically created for Client pursuant to this Agreement. Service Provider may retain copies of deliverables for archival and compliance purposes.

INDEPENDENT CONTRACTOR; PERSONNEL

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency. Service Provider is responsible for all taxes and benefits for its personnel and shall provide qualified personnel to perform the Services.

INDEMNIFICATION

Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or indemnification obligations, neither party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim or , whichever is greater. Neither party is liable for consequential, incidental, special or punitive damages.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, or failures of suppliers, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below. Notice is effective on receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration administered in the county of the governing law state unless the parties agree otherwise in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

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