Business Services GMS

BUSINESS SERVICES GMS - BUSINESS SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client requires certain business services relating to management, consulting, and operational support consistent with industry standards and Client objectives; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources to perform the services described in this Agreement and agrees to provide those services to Client in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of such services.

SCOPE OF WORK

Service Provider shall furnish professional business services as described below. The scope may include project management, systems analysis, operational consulting, vendor coordination, and delivery of reports and deliverables identified in this Agreement. Service Provider shall perform the services in a commercially reasonable manner in accordance with accepted industry practices.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the payment terms set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within the period specified in the Payment Schedule. Unpaid amounts shall accrue interest at the late payment fee rate specified above from the invoice due date until paid. Client will reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting past-due amounts.

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 this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall (i) use Confidential Information solely for the performance or receipt of services under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective as those contained herein, and (iii) not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s negligence, willful misconduct, or material breach of this Agreement; provided, however, that neither party shall be obligated to indemnify the other for the other party’s negligence or willful misconduct.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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 negotiations, agreements, proposals and communications, whether oral or written. No modification or waiver of any provision shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Independent contractor. Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed to create any other relationship. Service Provider is solely responsible for payment of all employment, payroll and similar taxes for its personnel.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

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