Business Services BSW Agreement

BUSINESS SERVICES BSW AGREEMENT

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of providing business services, consulting and related professional services; and

WHEREAS, Client desires to retain Provider to perform certain services and Provider is willing to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services provided will commence on the Effective Date set forth below and proceed in accordance with the Scope of Work and Payment Terms herein.

Effective Date:

Scope of Work

Provider will perform the services described below for Client. Provider will use commercially reasonable efforts, qualified personnel and industry-standard methodologies in the performance of the services. Any changes to the Scope of Work that materially affect fees or schedule must be agreed to in writing by both parties.

Payment Terms

As consideration for the services, Client shall pay Provider in accordance with the following terms. All amounts are in United States dollars unless otherwise specified.

Late Payment: If any undisputed amount is not paid within days after the invoice due date, Client shall pay a late fee of % per month on the overdue balance, not to exceed the maximum permitted by applicable law.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days prior written notice to the other party.

Termination for Cause: 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 thirty (30) days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Definition: "Confidential Information" means 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except as expressly permitted herein, and (iii) use it solely to perform its obligations under this Agreement. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by operation of law, provided the Receiving Party gives prompt notice and limits disclosure to the extent legally required.

Duration: The obligations of confidentiality shall continue during the Term and for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Governing Law; Dispute Resolution

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 agree that venue for any dispute arising under or in connection with this Agreement shall be in the state or federal courts located in that state.

Representations; Independent Contractor; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider shall indemnify and hold harmless Client from any third-party claims arising from Provider's negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from claims arising from Client-provided materials, instructions or negligence.

Entire Agreement; Amendments

This Agreement, including any attachments and written change orders mutually executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in a written instrument signed by both parties.

Notices

Any notice 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 may designate in writing. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail as certified mail, or one day after deposit with a nationally recognized overnight courier.

Execution

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall have the same effect as original signatures.

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