Business Services CDJR

BUSINESS SERVICES CDJR

THIS BUSINESS SERVICES AGREEMENT (the Agreement) is entered into as of (Effective Date), by and between Service Provider: whose principal address is , and Client: , whose principal address is .

WHEREAS

WHEREAS, Service Provider represents that it has the skill, personnel and expertise to provide business consulting, operational, and related services to Client on the terms set forth herein; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (Services). Services shall include the tasks, deliverables and timelines specified by the parties in writing. Any material change to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as set forth in this section. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on an invoice, Client shall pay each invoice within days of receipt.

Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum rate permitted by law, plus collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and approved deliverables provided through the effective date of termination, including any non-cancellable third-party costs incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party (Disclosing Party) to the other party (Receiving Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, pricing, business plans, customer lists and technical data.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with 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 no less protective than those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the Disclosing Party to seek protective measures.

The confidentiality obligations herein shall survive termination of this Agreement for a period of , except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any schedules 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, negotiations and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations of the assigning party.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail to the addresses set forth above or such other addresses as a party may designate in writing.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider is responsible for all taxes and insurance related to its performance under this Agreement.

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