Business Services FCT

BUSINESS SERVICES FCT

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

Service Provider Name: ; Address:

Client Name: ; Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to advisory, implementation, and operational support; and

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

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

1. SCOPE OF WORK

Service Provider shall perform the services described below. Deliverables, milestones, acceptance criteria, and any exclusions must be stated with specificity.

2. PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the fees set forth in this Section. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise specified in the Payment Schedule, Client shall pay invoiced amounts within days of receipt of a correctly rendered invoice. Overdue amounts shall accrue interest at the rate of (late fee) from the invoice due date until paid.

3. TERM AND TERMINATION

This Agreement shall commence on and continue 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 for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

The obligations that by their nature survive termination or expiration (including but not limited to confidentiality, indemnity, payment obligations, and warranty disclaimers) shall survive as specified herein or for a period of three (3) years following termination if no period is specified.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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 does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without restriction; or (c) is lawfully received from a third party without restriction.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (ii) not use Confidential Information for any purpose outside the scope of this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein. The confidentiality obligations shall remain in effect for years from the date of disclosure, unless a longer period is required by applicable law.

5. WARRANTIES AND LIMITATIONS

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT

This Agreement, including all appendices and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS PROVISIONS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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