Business Services FLEX

Business Services FLEX

Parties and Effective Date

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has the expertise and capacity to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that the scope of work, payment terms, confidentiality obligations, and other material terms be set forth in writing to govern their relationship during the Term.

Scope of Work

Service Provider shall provide the professional services and deliverables described below (collectively, the "Services"). The Services will be performed in a commercially reasonable and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the Services, Client shall pay Service Provider as set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the stated late fee or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

The initial term of this Agreement shall commence on and shall continue until (the "Term"), unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any material obligation and fails to cure within the notice period set forth below. Client may terminate for convenience upon days' prior written notice to Service Provider, subject to payment for Services performed through the effective date of termination.

Upon termination, Service Provider shall deliver all completed deliverables and any work in progress; Client shall pay Service Provider for Services rendered and reimbursable expenses up to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was known by the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this section survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Subject to full payment, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement to the extent such assignment is permitted by law. Service Provider may retain copies of deliverables for archival and recordkeeping purposes.

Representations; Indemnity; Insurance

Each party represents that it has authority to enter into this Agreement. Service Provider shall perform the Services in a professional manner and shall maintain insurance customary for its industry. Each party shall indemnify the other against third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement, subject to any limitations agreed in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, recognized overnight courier, or certified mail (return receipt requested), and are effective upon receipt.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved, the parties may pursue any remedies available at law or in equity in the appropriate courts of the chosen state.

Entire Agreement; Amendment

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Miscellaneous

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

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to bind the party on whose behalf they sign.

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