Business Services Gripwet

BUSINESS SERVICES GRIPWET

This Business Services Agreement (“Agreement”) is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that Service Provider will perform the services in a professional manner in accordance with industry standards and that Client will compensate Service Provider as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any material change to the scope, schedule, or deliverables shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the fees and schedule set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Service Provider will submit invoices to Client. Payments are due within days of invoice receipt. Unpaid amounts shall accrue interest at the rate of until paid. Client is responsible for all applicable sales, use, and other taxes, excluding taxes based on Service Provider’s net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed by the receiving party without use of Confidential Information. Remedies at law for breach of confidentiality may be inadequate; the disclosing party is entitled to seek injunctive relief in addition to other remedies.

INDEMNIFICATION AND LIABILITY

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against claims, liabilities, damages and expenses (including reasonable attorneys’ fees) arising from the Indemnifying Party’s negligent acts, willful misconduct, or material breach of this Agreement. Except for a party’s indemnification obligations and willful misconduct, neither party shall be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 modification to this Agreement must be in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Notices: All notices shall be in writing and delivered to the addresses below or such other address as a party may designate in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other breach.

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