Business Services BSPCE Document

Business Services BSPCE Document

This Business Services BSPCE Document (the Agreement) is made effective as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables, and possesses the expertise and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform the work described in this Agreement and Service Provider is willing to perform such work on the terms and conditions set forth below; and

WHEREAS, the parties intend for certain compensation arrangements and rights related to BSPCE-type equity or warrants to be documented and coordinated with the commercial services described in this Agreement as described in the Compensation Schedule;

SCOPE OF WORK

Service Provider will provide the following services, deliverables and performance obligations to Client in accordance with the terms of this Agreement. Service Provider shall perform the services with commercially reasonable skill and care and in accordance with industry standards.

PAYMENT TERMS

In consideration of the performance of services by Service Provider, Client shall pay Service Provider the fees and expenses described below in accordance with the schedules and conditions set forth in this section.

All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use, withholding or other taxes imposed on payments under this Agreement, except for taxes based on Service Provider's income.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice. Either party may terminate for convenience upon the notice period set forth above, subject to payment for services performed through the effective date of termination and any reasonable wind-down costs.

CONFIDENTIALITY

Each party (Receiving Party) acknowledges that Confidential Information of the other party (Disclosing Party) may be disclosed in connection with this Agreement. Confidential Information means non-public information disclosed 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.

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

The obligations in this Confidentiality section do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates to seek an appropriate protective order or confidential treatment.

COMPENSATION SCHEDULE (BSPCE-RELATED)

As part of the overall compensation for services, the parties may agree to grant BSPCE-like equity instruments, warrants or options (Equity Instruments) to Service Provider or its personnel. Any grant of Equity Instruments shall be set forth in a separate grant schedule executed by the parties that specifies the number, strike price, vesting schedule, exercise terms, and any tax-related responsibilities. The terms below summarize the intent but are subordinate to the written grant schedule.

The parties acknowledge that grants of Equity Instruments may have tax consequences and administrative requirements. Client shall not be obligated to effect any grant until the separate written grant schedule and any corporate approvals required by applicable law or the Client's governing documents have been obtained.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, and that the execution, delivery and performance of this Agreement will not violate any agreement to which it is a party.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any executed schedules, exhibits and grant schedules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a party may designate by written notice.

Sign Now