Business Services Ganit

BUSINESS SERVICES GANIT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including analysis, implementation, and advisory services; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Deliverables shall meet the specifications set forth and shall be provided in accordance with the schedule agreed by the parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses as set forth below. All amounts are in lawful currency unless otherwise stated.

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, invoices are due Net 30 days from invoice date. Client agrees to pay all undisputed amounts within the agreed payment period. Disputed amounts must be submitted in writing with reasonable detail within 15 days of receipt of invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by a 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 includes business plans, financial information, customer lists, trade secrets, technical data, software, and other non-public information.

Each party agrees (a) to hold Confidential Information of the other party in strict confidence, (b) not to use such Confidential Information except to perform its obligations under this Agreement, and (c) not to disclose such Confidential Information to any third party except to its employees, agents, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Exclusions include information that is or becomes publicly available other than through a breach of this Agreement, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party, except that one copy may be retained solely for archival and compliance purposes. Confidentiality obligations shall survive termination for a period of three (3) years, or longer as required with respect to trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to choice of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

NOTICES

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