Business Services GL Agreement

Business Services GL Agreement

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

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing commercial services, including but not limited to project management, consulting, and operational support, and represents that it has the skill, personnel, facilities and licenses required to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services pursuant to the terms and conditions of this Agreement, and Service Provider is willing to perform such services on the terms set forth below.

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

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider will provide personnel, materials and supervision necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services as set forth in this Section. All amounts are stated in lawful currency of the United States.

Invoices issued by Service Provider are payable within days of receipt unless otherwise agreed in writing. Any undisputed past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Bank transfer   Check   Credit card

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party breaches any material obligation and fails to cure within 15 days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product then in progress and, where applicable, reasonable documentation to permit Client to transition the Services.

4. Confidentiality

Each party (the "Receiving Party") shall protect and keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that by its nature would reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit the disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Insurance and General Liability Requirements

Service Provider shall maintain and carry, at its sole expense, insurance coverages adequate for the performance of the Services, including commercial general liability insurance with limits not less than:

Upon Client's request, Service Provider shall furnish certificates of insurance evidencing the required coverages and any endorsements reasonably requested by Client. The procurement of insurance shall not limit Service Provider's liability under this Agreement.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or in connection with the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

7. 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. Venue for any action arising under this Agreement shall be in the state or federal courts located in that state.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment, modification or waiver shall be effective unless executed in writing by authorized representatives of both parties.

9. Miscellaneous

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

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