Business Services GSRP

BUSINESS SERVICES GSRP

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

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business services in connection with the GSRP program as set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the services described herein and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, payment, confidentiality, and other terms applicable to the services provided under this Agreement.

SCOPE OF WORK

Provider shall perform the services described below (the "Services") in a professional and workmanlike manner. Provider will allocate qualified personnel and resources as necessary to meet the delivery schedule.

PAYMENT TERMS

Compensation to Provider for the Services shall be as follows:

Late Payment: Any undisputed invoice not paid within days after the invoice date shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was already known to the receiving party without obligation of confidentiality, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is rightfully obtained from a third party without restriction.

Duration: The obligations in this Confidentiality section shall continue for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written change orders executed 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, representations, and understandings, whether written or oral.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employer-employee, agency, partnership, or joint venture relationship between the parties. Provider shall be responsible for all taxes, insurance, and statutory obligations associated with its personnel.

Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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