Business Services Bolton

BUSINESS SERVICES AGREEMENT — Business Services Bolton

This Business Services Agreement (the Agreement) is entered into as of Effective Date: between Client Name: with address at and Service Provider Name: with address at .

RECITALS

WHEREAS, Client requires business services consisting of consulting, operational support, and project execution to improve business processes and outcomes; and

WHEREAS, Service Provider is in the business of providing professional business services and represents that it has the requisite experience, expertise, and personnel to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services set forth below. Service Provider shall deliver timely, professional services in accordance with industry standards and the specific tasks described by Client.

PAYMENT TERMS

Client shall pay Service Provider for the services performed as set forth below. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , 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 termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all Nonpublic Information disclosed by the other party (the Disclosing Party) that is reasonably designated as confidential or that by its nature would be understood to be confidential. Receiving Party shall not disclose such information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained in this Agreement. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice and cooperates in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Service Provider retains ownership of preexisting materials, methodologies, tools, and know-how. To the extent any deliverable incorporates Service Provider's preexisting materials, Service Provider grants Client a perpetual, royalty-free license to use such components as incorporated in the deliverable.

INDEPENDENT CONTRACTOR; COMPLIANCE

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Each party shall comply with applicable laws in performing its obligations under this Agreement, including tax and labor laws.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. Except as otherwise expressly provided, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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.

ENTIRE AGREEMENT

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

NOTICES

All 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 either party designates by written notice. Notices shall be effective upon receipt.

MISCELLANEOUS

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

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