Business Services Concerto

BUSINESS SERVICES CONCERTO

RECITALS

This Business Services Agreement (the "Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS, Client requires certain business services described herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner, consistent with industry standards:

PAYMENT TERMS

Compensation for the Services shall be as follows:

Invoices are due within days of receipt. Late payments shall incur interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("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. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, trade secrets, and technical information.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors with a need to know and who are bound to protect such information on terms no less restrictive than those herein; and (c) use 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 a reasonable degree of care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to receipt; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, reputable overnight courier, or certified mail (return receipt requested).

ADDITIONAL PROVISIONS

Independent Contractor. Service Provider acknowledges that it is an independent contractor and not an employee of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations related to compensation paid hereunder.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Remedies. Except as otherwise set forth herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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