Business Services Daniel

BUSINESS SERVICES AGREEMENT — Business Services Daniel

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting and related services and possesses the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

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

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality obligations, and other material rights and duties between them.

SCOPE OF WORK

The Service Provider shall perform the services described above (Services) in a professional and workmanlike manner and shall provide the deliverables, reports, and milestones identified in the Scope of Work. Any change to the Scope of Work that materially alters cost or schedule shall require a written amendment signed by both parties.

PAYMENT TERMS

Total Fee (not inclusive of applicable taxes): $ .

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law), computed monthly on the unpaid balance.

All amounts due under this Agreement are exclusive of taxes. Client shall be responsible for payment of any sales, use, value-added, or similar taxes imposed on the transaction, except taxes based on Service Provider's net income.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured after ten (10) days' written notice of such breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination. Service Provider shall deliver to Client all work in progress and final deliverables for which payment has been made.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means nonpublic, proprietary, or business information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes generally known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or valid legal process.

Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and shall not use or disclose Confidential Information except to perform obligations under this Agreement. The confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and general methodologies used in rendering the Services. To the extent Service Provider creates work product specifically for Client in exchange for payment under this Agreement, Service Provider hereby assigns to Client all right, title and interest in such final deliverables, subject to Service Provider's right to use its general know-how, techniques, and non-client-specific tools.

INDEPENDENT CONTRACTOR; INDEMNIFICATION; LIABILITY

The relationship of Service Provider to Client is that of an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider is solely responsible for payment of all employment taxes, benefits and withholdings related to its personnel.

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its negligent acts, omissions, or willful misconduct. Except for breaches of confidentiality or willful misconduct, neither party shall be liable for incidental, consequential, special, or punitive damages. Aggregate direct liability of either party under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Exclusive jurisdiction for disputes arising out of this Agreement shall lie in the state and federal courts located in that State, unless the parties agree otherwise in writing.

This Agreement, including all exhibits and attachments referenced 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to attempt in good faith to replace any invalid provision with a valid provision achieving, to the extent possible, the economic, legal and commercial objective of the invalid provision. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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