Business Services CBTS

BUSINESS SERVICES CBTS

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are collectively referred to as the Parties.

WHEREAS

WHEREAS, Client desires to retain Provider to perform business services related to CBTS as further described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to provide the services required by Client under this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Provider will provide personnel, equipment, and supervision necessary to carry out the services.

PAYMENT TERMS

As consideration for the services rendered, Client shall pay Provider in accordance with the following terms. All fees are due in United States dollars unless otherwise agreed in writing.

Late payments shall incur a late fee of percent per month on any unpaid balance, commencing after days from the invoice due date. Provider may suspend performance if payments are more than days overdue, subject to cure rights set forth below.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated as set forth herein.

Either Party may terminate this Agreement for material breach of the other Party that remains uncured for the notice period specified above. Termination for convenience by either Party requires the same notice period and payment for services performed through the effective termination date.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each Party shall maintain in confidence and shall not disclose to any third party Confidential Information of the other Party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical data, trade secrets, pricing and customer information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving Party prior to disclosure by the disclosing Party as evidenced by written records; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Each Party may disclose Confidential Information to its employees, agents, and subcontractors who have a need to know for performance under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. A receiving Party may disclose Confidential Information to the extent required by applicable law or valid order of a court or governmental body, provided the receiving Party provides prompt written notice to the disclosing Party and uses commercially reasonable efforts to obtain confidential treatment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

ADDITIONAL PROVISIONS

Each Party warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Provider shall perform all services in compliance with applicable laws and regulations. Client shall provide timely access to personnel, facilities, and information reasonably necessary for Provider to perform the services.

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