Business Services Enbridge

Business Services Enbridge

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider shall perform the services described below. All services shall be performed in a professional and workmanlike manner consistent with applicable industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the services rendered. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt.

Any past due amount shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Wire transfer    Check    Credit card

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date and continue until the Termination Date unless earlier terminated as provided herein.

Commencement Date:    Termination Date:

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

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by a party in connection with this Agreement 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. Each party agrees: (a) to hold Confidential Information in strict confidence and to use it solely for performance under this Agreement; (b) not to 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 set forth herein; and (c) to take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that (i) was publicly known at the time of disclosure, (ii) becomes publicly known through no fault of the recipient, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the recipient without reference to the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or regulation, provided that the disclosing party provides prompt notice to the other party and cooperates in any effort to obtain confidential treatment or a protective order.

REPRESENTATIONS, WARRANTIES, AND INDEPENDENT CONTRACTOR

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with applicable industry standards. Service Provider is an independent contractor and not an agent or employee of Client; Service Provider will be responsible for its own taxes, benefits, and insurance.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts set forth below by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and such invalid or unenforceable provision will be reformed only to the extent necessary to make it enforceable.

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