Business Services HS-7

Business Services HS-7

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires the provision of business services described herein and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents and warrants that it possesses the requisite expertise, personnel and resources to perform the services in a professional and workmanlike manner and desires to accept such engagement under the terms set forth below; and

WHEREAS, the parties agree that the performance, payment and other obligations of each party shall be governed by this Agreement.

Scope of Work

Service Provider shall perform the services described below and any additional services as agreed in writing by the parties. Service Provider shall furnish all labor, materials, tools and equipment necessary to perform the services, unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider fees in accordance with the schedule below. All fees are exclusive of taxes unless otherwise stated. Unless agreed in writing, Client shall be responsible for any applicable withholding or other taxes.

Invoices shall be payable within days of receipt unless otherwise agreed. Payments shall be made in lawful currency to the account designated by Service Provider. If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within the payment period and shall pay any undisputed portion in accordance with this Agreement.

Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or , plus reimbursement of collection costs, including reasonable attorneys' fees. Late fee grace period: days after invoice due date.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform under this Agreement or as required by applicable law. Confidential information does not include information that: (a) is or becomes generally known to the public other than by a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; or (c) is rightfully received from a third party without restriction.

The obligations of confidentiality shall continue for a period of following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Representations, Warranties and Indemnity

Service Provider represents and warrants that (i) it has the authority and capacity to enter into this Agreement; (ii) the services will be performed in a professional manner consistent with industry standards; and (iii) it will comply with all applicable laws in performing the services. Client represents that it has the authority to engage Service Provider.

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

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. The aggregate liability of either party for any and all claims arising out of or relating to this Agreement shall not exceed .

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State, unless the parties otherwise agree in writing.

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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