Business Services Fury

Business Services Fury

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, operations support and project implementation, and represents that it has the experience, personnel, and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to provide the services set forth herein under the terms and conditions of this Agreement, and Service Provider is willing to provide such services in accordance with those terms and conditions; and

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

Scope of Work

Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria for each deliverable will be set forth in writing in an attachment to this Agreement or in written project schedules agreed by the parties.

Payment Terms

Unless otherwise agreed in writing, invoices will be issued by Service Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less). Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, for past due sums.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public, proprietary or business information disclosed by the other party (the Disclosing 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"). The Receiving Party shall not use Confidential Information for any purpose other than performing 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, provided that such persons are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party, (ii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iii) is rightfully received from a third party without restriction and without breach of an obligation to the Disclosing Party.

Intellectual Property and Rights

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in delivering the Services. Subject to Client's timely payment of all fees due under this Agreement, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any customization or modification developed specifically for Client shall be owned by the party that develops it, except where parties expressly agree otherwise in a written assignment.

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement; Amendments

This Agreement, together with any attachments and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

The parties represent and warrant that the individuals signing below are authorized to execute this Agreement on behalf of their respective parties and to bind such parties to its terms.

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