Business Services Everard

BUSINESS SERVICES EVERARD

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

Service Provider Name:    Service Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and related deliverables to commercial clients; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall provide the services and deliverables as set forth below. Services include, but are not limited to, the activities described and any additional tasks reasonably related to accomplishing the stated objectives. Any material modifications to scope shall be documented and signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are exclusive of taxes unless otherwise stated.

If any undisputed invoiced amount is not paid within days after the invoice due date, Client shall pay interest at the rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is lower. Service Provider may suspend performance for overdue amounts following ten (10) days' written notice.

Term and Termination

This Agreement shall commence 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 immediately for material breach that remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) protect the confidentiality of the disclosing party's Confidential Information with 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 only 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 are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

Independent Contractor; Insurance; Indemnification

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for withholding taxes and providing workers' compensation and other insurance as required by law. Each party agrees to indemnify and hold harmless the other party from and against claims arising out of its negligent acts or willful misconduct in connection with performance under this Agreement, subject to any limitations of liability agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for purposes of any dispute arising under or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or such other address as either party may specify in writing.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that either party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement in addition to any other remedy available at law or in equity.

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