Business Services Good Scout

Business Services Good Scout

This Business Services Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services in accordance with the terms and conditions of this Agreement; and

WHEREAS, Service Provider has represented that it possesses the requisite skill, expertise, and personnel to provide the services described below and is willing to provide such services to Client under the terms set forth herein; and

WHEREAS, the parties wish to set forth their mutual rights and obligations regarding the provision of services and related payment, confidentiality, and termination procedures.

Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall include, without limitation, the tasks, deliverables, and timelines identified by the parties. Service Provider shall provide the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms.

All payments shall be made in U.S. dollars. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within ten (10) days of receipt of the invoice and the undisputed portion shall remain due and payable when due. Service Provider may suspend performance for nonpayment after providing five (5) days' written notice of nonpayment.

Term and Termination

This Agreement shall commence on and shall continue until 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 days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party recognizes that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in writing, orally, or by inspection that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) was in the public domain at the time of disclosure, (ii) becomes publicly known through no breach of this Agreement, (iii) was rightfully known by the recipient prior to disclosure, or (iv) is independently developed without use of the disclosing party's Confidential Information.

The recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations set forth in this section shall survive termination of this Agreement for a period of years.

Relationship; Indemnification; Limitation of Liability

Service Provider is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations.

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any exhibits or 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, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue 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 merger or sale of substantially all of its assets.

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