Business Services Formiga

Business Services Formiga

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

RECITALS

WHEREAS, Service Provider is duly organized and qualified to provide business consulting, software integration, and related professional services as described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth herein, and Service Provider is willing to perform those services for the compensation and on the schedule described below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner in accordance with industry standards. Deliverables will be delivered in the formats and within the timeframes set forth in the Scope of Work. Any changes to scope shall be documented in writing and signed by both parties prior to performance.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with the Services if pre-approved in writing. Service Provider may suspend performance if invoiced amounts are not paid within the invoice due period plus any applicable cure period provided herein.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the notice period set forth above. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is marked confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. The receiving party shall:

1. use Confidential Information solely for the performance or enforcement of this Agreement;
2. protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and
3. 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 no less protective than those contained herein.

Confidential Information does not include information that: (a) becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit or contest the disclosure. Monetary damages may be inadequate to remedy a breach of this Section; the parties agree that the disclosing party shall be entitled to seek injunctive or other equitable relief to prevent or remedy such breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to its conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the courts located in the county of the governing state, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed under it, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations 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 of its assets, provided that the assignee assumes all obligations hereunder. The failure or delay of a party to exercise any right shall not operate as a waiver of that right.

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