Business Services Doran

Business Services Doran - Services Agreement

This Services Agreement ("Agreement") is made effective as of by and between Client Name: ("Client") and Service Provider Name: doing business as Business Services Doran ("Service Provider").

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain consulting and business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to perform the services described in this Agreement and agrees to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the engagement, the scope of services, compensation and other obligations.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner in accordance with industry standards. Deliverables and milestones, if any, shall be documented in writing and signed by both parties before work on the applicable milestone proceeds. Client shall provide timely access to personnel, information, facilities and approvals reasonably necessary for Service Provider to perform the Services.

PAYMENT TERMS

All fees are payable in U.S. dollars unless otherwise agreed in writing. Service Provider shall submit invoices in accordance with the Billing Schedule. Unpaid amounts after the due date shall accrue interest at the rate specified in Late Fee above or, if no rate is specified, at 1.5% per month, to the maximum extent permitted by law. Client shall not withhold payment of undisputed amounts for any reason.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon the notice period specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) calendar days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"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 excludes information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) is lawfully received from a third party without an obligation of confidentiality, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) was known to the receiving party prior to disclosure as evidenced by written records.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall continue for years from the date of disclosure.

INTELLECTUAL PROPERTY

Except for pre-existing materials of each party and third-party materials, upon full payment of all fees due hereunder, Service Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing general methodologies, tools, templates and know-how, and nothing in this Agreement grants Client any rights to Service Provider's trade secrets or other proprietary materials except as expressly set forth herein.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS.

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.

NOTICES

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

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