Business Services GUSO

Business Services GUSO

Agreement Date and Parties

Effective Date:

Individual    Corporation    LLC    Partnership

Individual    Corporation    LLC    Partnership

Recitals

WHEREAS, Client Name: requires business services related to operations, administration and related tasks; and

WHEREAS, Service Provider Name: represents that it has the skill, personnel and capability to perform the services described below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services to Client.

Scope of Work

Provider shall perform the business services described below and in any attachments that the parties execute and append to this Agreement. The Scope of Work shall include duties, deliverables, milestones and any performance standards agreed between the parties.

Payment Terms

Compensation: Client agrees to pay Provider the amounts and according to the schedule set forth below in full consideration for the services performed under this Agreement. All fees are payable in U.S. dollars and are exclusive of taxes, which Client shall pay where applicable.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Provider may suspend services for unpaid amounts after providing days' written notice.

Term and Termination

Term: 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 convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of such breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public business, operational, financial, technical and other information disclosed by one party ("Discloser") to the other ("Recipient") whether disclosed orally, in writing, or by inspection of tangible objects and 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: Recipient shall (a) maintain 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 or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes public through no fault of Recipient; (ii) was in Recipient's possession without restriction prior to receipt from Discloser; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Governing Law and Dispute Resolution

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 agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under or in connection with this Agreement.

Representations; Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement and that the execution and performance of its obligations hereunder will not violate any applicable law or contractual obligation to any third party. Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Provider's sole and exclusive remedy for breach of such warranty shall be re-performance of the nonconforming services or, if Provider fails to re-perform within a reasonable time, refund of amounts paid for the nonconforming services. Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing under this Agreement.

Entire Agreement and Modification

This Agreement, including any attachments and statements of work executed by the parties, 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, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly 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 this Agreement in connection with a merger, reorganization, sale of substantially all assets or operation of law. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices: All notices required under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may specify in writing.

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