Business Services Gon

Business Services Gon

Recitals

WHEREAS, Service Provider: is engaged in the business of providing professional business services and possesses the experience and capability to perform the services described herein; and

WHEREAS, Client: desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement.

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

1. Scope of Work

Deliverables, milestones, and acceptance criteria for the services shall be set forth in writing between the parties and signed by authorized representatives. Any changes to the scope shall be documented in a written change order and subject to the change order process described herein.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services.

If any payment is not received within days of the due date, Client shall pay a late fee equal to the lesser of (a) per month on the overdue balance, or (b) the maximum amount permitted by applicable law. Service Provider may suspend performance for unpaid invoices following ten (10) days' written notice of intent to suspend.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for 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.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure, as demonstrated by written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt written notice to the disclosing party and reasonably cooperate in any efforts to limit disclosure or obtain confidential treatment.

5. Independent Contractor; Intellectual Property

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, or agency relationship. All original materials, reports, designs, and deliverables specifically created for Client by Service Provider under this Agreement shall be deemed "Work Product." Upon full payment, Service Provider assigns to Client all right, title, and interest in Work Product, except for Service Provider's pre-existing materials, tools, templates, and methodologies, which remain Service Provider's Confidential Information and intellectual property.

6. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's breach of confidentiality, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Service Provider hereunder 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 its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or in connection with this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or written change orders signed by both parties, 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 amendment or modification shall be effective unless 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 that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses provided below.

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