Business Services FCT RSA

BUSINESS SERVICES FCT RSA

Parties

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

Recitals

WHEREAS, the Service Provider possesses expertise and experience in providing business services, including but not limited to consulting, technology integration, and operational support; and

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

WHEREAS, the parties intend that this Agreement set forth the full understanding between them regarding the scope, compensation, confidentiality, and other rights and obligations related to the services.

Scope of Work

The Service Provider shall perform the services described below and any related tasks reasonably necessary for their completion. The parties may amend the scope only by written agreement signed by authorized representatives.

Payment Terms

In consideration for the services rendered under this Agreement, the Client shall pay the Service Provider in accordance with the following terms.

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum permitted by law, whichever is less.

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 written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within a reasonable period not to exceed 30 days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) agrees to hold in strict confidence all non-public, confidential, or proprietary information disclosed by the other party (Discloser) in connection with this Agreement, including business, technical, financial and customer information (Confidential Information). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall 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 obligations of confidentiality at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) was already known to Recipient prior to disclosure as evidenced by written records; or (d) is independently developed by Recipient without use of Confidential Information. The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. The Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. The Service Provider shall indemnify and hold harmless the Client from and against third-party claims resulting from the Service Provider's negligence or willful misconduct in performing the services. The Client shall indemnify and hold harmless the Service Provider from liabilities arising from Client-provided materials or instructions that infringe third-party rights.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under this Agreement in the twelve months preceding the event giving rise to the claim.

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. The parties consent to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement, subject to any applicable arbitration provisions expressly agreed in writing.

Entire Agreement; Amendment

This Agreement, including 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, proposals, and communications. No amendment, modification, or waiver of any provision of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered to the addresses listed above or to other addresses as either party may designate by notice. Notices are effective upon personal delivery, confirmed electronic transmission, or three business days after deposit with the U.S. postal service, certified mail, return receipt requested.

Severability; Waiver

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless set forth in a written instrument signed by the party waiving the right.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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