Business Services Craco Template

BUSINESS SERVICES CRACO TEMPLATE

Parties and Contact Information

Agreement Date:

Recitals

WHEREAS, Client is engaged in the business of providing commercial operations and requires certain business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the services and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client.

Scope of Work

Service Provider shall perform the services described below and any other tasks reasonably related to such services as agreed in writing by the parties.

Payment Terms

Compensation for the services shall be as set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Late Payment: If any payment is not received by the due date, a late fee shall accrue at the rate of % per month on the outstanding balance, or the maximum rate permitted by law, whichever is less.

Service Provider shall be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance. Such expenses must be documented and invoiced to Client monthly.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice of the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 does not include information that (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was rightfully known to the receiving party prior to disclosure by the disclosing party; (iii) is lawfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) protect the confidentiality of the disclosing party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those contained herein.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes only, subject to Client's full payment of all fees. Service Provider retains ownership of its pre-existing materials, general skills, know-how and methods. Any new materials specifically created for Client and paid in full shall be considered "Work Product" and assigned to Client as set forth in the parties' written agreement.

Warranties; Limitation of Liability; Indemnity

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws rules. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties cannot resolve the dispute by good-faith negotiation within thirty (30) days of written notice; arbitration shall be held in the county selected by the prevailing party, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement (including all schedules and 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, representations and understandings of the parties. Any amendment or modification of this Agreement must be 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 set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by reputable overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or equity securities to which this Agreement relates.

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

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