Business Services BBP Buxis

Business Services BBP Buxis - Business Services Agreement

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

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business services and has the professional expertise and resources to perform the services described herein; 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 accept such engagement;

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

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include the tasks, deliverables, and milestones set forth by the parties and shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider fees as set forth below. All amounts are payable in lawful currency and are exclusive of applicable taxes unless otherwise indicated.

All payments not received by the due date shall bear interest at the rate specified above calculated from the due date until paid. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees and court costs.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed up to the effective date of termination and for reasonable, non-cancelable commitments made in connection with the Services.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in any form 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. Confidential Information includes, but is not limited to, business plans, customer lists, pricing, technical data, and trade secrets.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) limit disclosure to those employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any efforts to limit disclosure.

Upon expiration or termination of this Agreement, the receiving party shall, at the disclosing party's election, return or destroy all materials containing Confidential Information and certify in writing that it has done so, except that the receiving party may retain Confidential Information to the extent required by applicable law or for archival purposes subject to continued confidentiality obligations.

5. Warranties; Limitation of Liability

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTY, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. Independent Contractor; Subcontracting

Service Provider is an independent contractor and not an agent or employee of Client. Service Provider shall have sole control over the manner and means of performing the Services. Service Provider may engage subcontractors, provided Service Provider remains responsible for the performance of its obligations under this Agreement.

7. Taxes

Each party shall be responsible for its own taxes arising from the performance of this Agreement. Client shall pay any sales or similar taxes applicable to fees charged hereunder, unless Client provides a valid exemption certificate.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the same jurisdiction, and each party consents to the exclusive jurisdiction and venue of such courts.

9. Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three days after deposit in the United States mail, postage prepaid.

10. Entire Agreement; Amendment

This Agreement (including any exhibits or attachments expressly incorporated herein) constitutes the entire agreement between the parties with respect to its subject matter 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 made in writing and signed by authorized representatives of both parties.

11. Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Acknowledgment

The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party for which they sign and that the party agrees to be bound by its terms.

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