Business Services ET23004

Business Services ET23004

This Business Services Agreement (Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client desires to procure certain business services from Service Provider, including but not limited to consulting, project management, and deliverable production as further described below; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to perform the services in a professional manner consistent with prevailing industry standards; and

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

Scope of Work

Service Provider shall perform the services described below for Client. The description establishes deliverables, milestones, and acceptance criteria. Any material changes to the scope shall be made only by written amendment signed by both parties.

Payment Terms

In consideration for the services, Client shall pay Service Provider the fees and reimburse expenses in accordance with the schedule below. All fees are due in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within days from the date of invoice.

Any amount not paid when due shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. In addition, Client shall be responsible for a late fee of for each late invoice and reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given 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 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination, subject to any setoffs arising under this Agreement.

Confidentiality

"Confidential Information" means nonpublic 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. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or valid legal process (provided that notice is given to allow the disclosing party to seek a protective order).

The receiving party shall (i) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) limit disclosure to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidentiality obligations shall continue for years following the termination or expiration of this Agreement, unless otherwise required by law.

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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in for resolution of any disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements 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 Provisions

Assignment: Neither party may assign its rights or delegate its obligations 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.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, partnership, or agency relationship between the parties.

Remedies: The parties acknowledge that a breach of the confidentiality provisions or unauthorized use of intellectual property may cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief.

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