Business Services FC

BUSINESS SERVICES FC AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal address: , and Client Name: with principal address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the personnel, experience and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client in accordance with this Agreement.

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

SCOPE OF WORK

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

PAYMENT TERMS

Client shall pay Service Provider compensation for the services as set forth below. All fees are due in the currency specified unless otherwise agreed in writing.

Service Provider shall submit written invoices in accordance with the Payment Schedule. Unless otherwise specified, invoices are payable within days of receipt. Disputed amounts must be asserted in writing within days of invoice receipt; undisputed amounts remain due and payable.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. If Client terminates for convenience, Service Provider shall be entitled to payment for work performed to the date of termination and reasonable documented wind-down costs.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, proprietary processes, and trade secrets.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not 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.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party free to disclose; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiations between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties shall submit the dispute to binding arbitration in the selected jurisdiction unless otherwise agreed in writing.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all assets, provided that the assigning party provides written notice to the other party.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, subject to the limitations and procedures set forth herein.

Limitation of Liability: Except for liability resulting from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No modification of this Agreement shall be binding unless signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices shall be deemed given when received.

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