Business Services Costello

Business Services Agreement — Costello

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

WHEREAS

WHEREAS, Provider is engaged in the business of providing business consulting, operational support, and related professional services and has represented that it possesses the qualifications, experience and abilities to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services for Client and Provider agrees to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. Scope of Work

2. Payment Terms

Client shall pay undisputed invoices within days of receipt. Payments shall be made in the currency specified on the invoice to the account designated by Provider.

Any overdue amount shall accrue interest at a rate of per month (or the maximum permitted by applicable law, if lower). In addition, Client shall be responsible for reasonable collection costs and attorney fees incurred by Provider to collect overdue amounts.

3. Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 14 days after written notice specifying the breach.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed by a disclosing party that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as permitted by this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, already known by the receiving party, independently developed by the receiving party, or rightfully obtained from a third party without restriction.

The obligations in this section shall survive termination of this Agreement for a period of two (2) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

5. Independent Contractor; Insurance

Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Provider shall be responsible for all federal, state and local taxes, insurance and benefits applicable to its personnel. Provider shall maintain insurance appropriate to the services performed, including general liability and professional liability insurance where applicable.

6. Indemnification; Limitation of Liability

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, negligence, wilful misconduct, or infringement of third-party rights arising from the services.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Notices and Addresses

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Agreement. If the parties cannot resolve a dispute through negotiation within 30 days, the dispute shall be resolved by binding arbitration administered in the agreed jurisdiction unless otherwise mutually agreed in writing.

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments 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, negotiations and representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

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

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