Business Services GMT

BUSINESS SERVICES GMT

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

WHEREAS

WHEREAS, Service Provider is duly engaged in the business of providing management, operations, consulting and related business services under the name GMT and possesses the personnel, expertise and resources necessary to perform the services herein;

WHEREAS, Client desires to engage Service Provider to perform certain services for Client and Service Provider is willing to perform those services under the terms and conditions set forth in this Agreement;

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

PARTIES

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional manner consistent with industry standards. Deliverables and acceptance criteria, if any, shall be set forth in the Scope of Work box. Service Provider will provide qualified personnel, equipment and materials necessary to perform the Services.

2. PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. Fees shall be due in accordance with the schedule and method set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest and fees as set forth below.

If Client fails to pay any undisputed amount when due, Service Provider may suspend performance pending payment and shall be entitled to recover all collection costs, including reasonable attorneys' fees and court costs, incurred in enforcing payment.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Payment and Governing Law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or business information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of or reference to Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided Receiving Party gives prompt notice and cooperates with Disclosing Party to seek protective measures. Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify such destruction upon request.

5. INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Unless otherwise agreed in writing, Service Provider shall own all intellectual property created in connection with the Services; Client is granted a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment. If parties agree that certain deliverables are to be owned by Client, such ownership and any required assignment shall be set forth in writing.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF SECTION 4 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any action arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and statements of work executed pursuant hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except 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 shall be in writing and delivered to the addresses set forth above or as otherwise provided in writing.

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