Business Services Desoto

BUSINESS SERVICES DESOTO

This Business Services Agreement ("Agreement") is made and entered into by and between Service Provider Name: and Client Name: . The parties agree as follows.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and related deliverables as further described herein; and

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

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables identified below and any additional tasks mutually agreed in writing by the parties. Service Provider will use commercially reasonable efforts, personnel, and resources to perform the Scope of Work in a professional and workmanlike manner.

2. PAYMENT TERMS

Client shall pay Service Provider for performance of the Scope of Work in accordance with the following terms.

Late payments will incur interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the End Date specified below unless earlier terminated as provided herein.

Effective Date:

Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written, electronic or other form, 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 excludes information that: (a) is or becomes generally available to the public through no wrongful act of Recipient; (b) was in Recipient's possession prior to receipt from Discloser; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Recipient shall: (i) hold Confidential Information in strict confidence and take reasonable measures to protect it; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and any information subject to longer protection under applicable law shall remain protected for the period required by law.

5. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

6. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, franchise, agency or partnership relationship. Service Provider is solely responsible for all employment taxes, benefits and other obligations and liabilities with respect to its personnel.

7. NOTICES

8. 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 consent to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction with respect to any dispute arising out of or relating to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders 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, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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