Business Services DASS42

Business Services DASS42

This Business Services Agreement (the Agreement) is entered into on by and between:

Recitals

WHEREAS, Service Provider, represented above, has expertise in providing business advisory, operational, and project-management services and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and to pay Service Provider in accordance with the Payment Terms below; and

WHEREAS, the parties intend that this Agreement set forth the complete understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services and deliverables described below. All services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below. Unless otherwise stated, all amounts are payable in lawful currency and are exclusive of applicable taxes.

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 material breach that remains uncured for the notice period above. Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in confidence and not use or disclose any non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

Recipient shall use the Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses for its own confidential information but no less than reasonable care. Upon termination or upon written request, Recipient shall return or destroy Discloser's Confidential Information and provide certification of such destruction if requested.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that services will be performed in a competent and professional manner. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials or Client's use of the deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months prior to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, the parties may pursue all available legal remedies.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The relationship of the parties is that of independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. If any provision is held unenforceable, the remainder shall remain in effect.

Notices

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