Business Services Femiani

Business Services Femiani

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

Service Provider: Business Services Femiani
Contact Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to operations consulting, administrative support, and project implementation; and

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

WHEREAS, the parties intend that the services be performed in a professional manner consistent with industry standards and that the rights and obligations of each party be set forth in this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include, at a minimum, the deliverables and tasks set out in the following description. Any material change to scope shall require prior written agreement signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees and reimburse the expenses set forth below in lawful currency. All fees are exclusive of applicable taxes unless expressly stated otherwise.

Invoices are due within days of invoice date. Overdue amounts shall incur a late fee of % per month (or the maximum permitted by law, if less), computed from the invoice due date until paid in full.

Reasonable, pre-approved out-of-pocket expenses shall be reimbursed by Client. Pre-approval required:

Term and Termination

This Agreement shall commence on and shall 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 at least days prior to the effective date of termination. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Recipient") shall maintain in confidence all non-public information disclosed by the other party (the "Discloser") 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"). 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 its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's possession without restriction prior to disclosure by Discloser; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which confidentiality obligations shall survive for as long as such information remains a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in any pre-existing intellectual property and methodologies. Subject to Client's timely payment in full, Service Provider hereby grants to Client a non-exclusive, non-transferable license to use the deliverables provided under this Agreement solely for Client's internal business purposes. Any custom deliverables expressly assigned to Client will be specified in writing and subject to payment in full.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from that party's gross negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable for any indirect, incidental, special or consequential damages arising out of or in connection with this Agreement. Except for liability arising from a party's gross negligence or willful misconduct, the parties' aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

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

Notices

Notices under this Agreement must be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice. Notice is effective upon receipt.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, and understandings. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of 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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