Business Services BS-F-BA20

Business Services BS-F-BA20

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

RECITALS

WHEREAS, Client desires to retain Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement on the terms and conditions set forth herein; and

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

1. SCOPE OF WORK

Provider shall perform the services described below (Services). Provider will use commercially reasonable efforts to perform the Services in a timely, professional, and workmanlike manner in accordance with generally accepted industry standards.

2. PAYMENT TERMS

Compensation: Client shall pay Provider for Services in accordance with the fees set forth below. All fees are exclusive of taxes. Payment obligations are unconditional except for Provider's material breach.

Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest as set forth below.

Any amount not paid when due shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Client shall be responsible for any sales, use, excise, or similar taxes legally imposed on the payments hereunder, excluding taxes based on Provider's net income.

3. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date set forth above 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 at least days prior to the effective date of termination. Upon termination, Client shall pay Provider for Services performed through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, including business plans, financial information, customer lists, and trade secrets.

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

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by Receiving Party; (ii) was in Receiving Party's possession prior to receipt from Disclosing Party as shown by written records; (iii) is rightfully received by Receiving Party from a third party without obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

5. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider shall have sole responsibility for payment of all compensation to its employees and subcontractors and for withholding and paying taxes, insurance, and benefits related to such persons.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or related to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. Any amendment or modification must be in writing and signed by both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets. Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate in writing.

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