Business Services EACVI

Business Services EACVI

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing specialized business services under the name Business Services EACVI and possesses the personnel, expertise, and resources to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform certain services and Provider agrees to perform such services under the terms and conditions of this Agreement effective as of (the Effective Date); and

WHEREAS, the parties wish to set forth their entire agreement with respect to the services to be provided and the allocation of risks between them.

Scope of Work

Provider shall perform the services described below in accordance with the terms of this Agreement. The services shall include, but are not limited to, the tasks and deliverables set forth by the parties.

Payment Terms

Client shall pay Provider for the services performed as follows.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less), calculated from the date payment was due until paid in full. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in recovering overdue amounts.

Term and Termination

This Agreement commences on and shall continue in effect 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 material breach if the breaching party fails to cure such breach within days after written notice identifying the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination, together with any non-cancellable obligations and expenses incurred in winding down the work.

Confidentiality

Each party (the Receiving Party) acknowledges that in the course of performance it may receive or have access to non-public, proprietary, or confidential information of the other party (the Disclosing Party), including business plans, technical data, trade secrets, financial information, client lists, and other information that by its nature or the circumstances surrounding disclosure ought reasonably to be treated as confidential ("Confidential Information").

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar confidential information (but no 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 employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known through no breach by the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, or for such longer period as required by applicable law with respect to trade secrets.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing intellectual property and methodologies. Subject to Client's payment of all fees due, Provider hereby assigns to Client all worldwide right, title and interest in and to deliverables specifically commissioned under this Agreement that are identified as work made for hire, to the extent such assignment is legally effective. To the extent any such deliverables are not works made for hire, Provider assigns all right, title and interest in such deliverables to Client upon full payment. Provider shall retain ownership of proprietary tools, templates, and background IP and grants Client a non-exclusive license to those elements only to the extent necessary to use the deliverables as intended.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties under this Agreement.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Independent Contractor

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the parties. Provider is responsible for all taxes and other obligations associated with its personnel.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, pandemics, or failures of third-party systems, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

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 either party may designate by written notice. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail with return receipt requested, or one day after delivery to a nationally recognized overnight courier.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules, and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. 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 invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties waive no remedy available under this Agreement unless done in writing signed by the waiving party. Headings are for convenience only and shall not affect interpretation.

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