Business Services Elias

BUSINESS SERVICES ELIAS

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and implementation support and has the experience and capability to provide the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the benefit of Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services in accordance with those terms; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (collectively, "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as follows. All amounts are in United States dollars unless otherwise specified.

All invoices are due within days of receipt. Any past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs, including attorneys' fees.

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 convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work-in-progress and finished deliverables and shall, upon Client's request, provide reasonable assistance to transition the Services.

CONFIDENTIALITY

"Confidential Information" means non-public information that a disclosing party designates as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Each party agrees to use Confidential Information solely to perform its obligations under this Agreement and not to disclose Confidential Information to any third party except to its employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except as to Confidential Information that constitutes a trade secret under applicable law, in which case protection shall continue for as long as the information retains trade secret status.

The foregoing obligations shall not apply to information that (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and reasonably cooperates in any lawful attempt to limit or contest such disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of a third party's intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Service Provider shall indemnify and defend Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of Services. Client shall indemnify and defend Service Provider from third-party claims arising from Client's misuse of deliverables or Client's breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree in writing; absent such agreement, the parties submit to the exclusive jurisdiction of the state and federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and nothing contained in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

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 a party may designate by notice.

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