Business Services EFA Lite

BUSINESS SERVICES EFA LITE

This Business Services EFA Lite Agreement (the Agreement) is made as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client requires certain business services described herein and desires to engage Provider to perform those services on the terms set forth in this Agreement; and

WHEREAS, Provider has represented that it has the skill, resources, and personnel necessary to perform the services and is willing to provide such services to Client as an independent contractor in accordance with the terms of this Agreement.

SCOPE OF WORK

Provider shall perform the services described below. The parties intend that the Scope of Work set forth in the field below will govern the Provider's obligations and deliverables. Any material change to the Scope of Work must be agreed in writing by both parties and may be subject to additional fees.

PAYMENT TERMS

Client shall compensate Provider for services performed under this Agreement in accordance with the following terms. Amounts due under this Agreement are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, a one-time administrative late fee of may be charged for any invoice past due more than days.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Discloser) to the other party (Recipient) whether oral, written, graphic or electronic, including business plans, technical data, customer lists, pricing, and trade secrets. Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to Discloser's Confidential Information. Upon termination or expiration of this Agreement, Recipient shall promptly return or certify destruction of Confidential Information, except that Provider may retain one archival copy to comply with professional recordkeeping requirements. The obligations of confidentiality survive termination for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as they remain trade secrets under applicable law.

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. Exclusive venue for disputes arising under this Agreement shall be the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate remedy for breach of confidentiality and that equitable relief may be sought in addition to other remedies.

NOTICES

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