Business Services ICCU

Business Services ICCU

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

RECITALS

WHEREAS, Client desires to obtain business services related to financial, operational, or administrative functions offered by Service Provider; and

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel, systems and licenses to provide such services and is willing to perform said services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations and other terms governing their relationship.

1. PARTIES

2. SCOPE OF WORK

Service Provider shall perform the services described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the timelines set forth below.

Project Manager for Client:   Project Manager for Service Provider:

3. PAYMENT TERMS

Compensation: Client agrees to pay Service Provider a fee for the Services as set forth below. All fees are exclusive of taxes, which are the responsibility of the party required to collect or pay such taxes under applicable law.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less), plus all costs of collection including reasonable attorneys' fees.

ACH / Bank Transfer    Check    Credit/Debit Card

4. 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 upon written notice to the other party provided at least days prior to the intended termination date. 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 thirty (30) days after receipt of written notice.

5. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether written or oral, 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: Receiving party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) 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 (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information shall not include information that is: (i) or becomes publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Duration: The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they meet legal standards for trade secret protection.

6. INDEMNIFICATION

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

7. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, and cumulative liability for any claim shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

8. INSURANCE

Service Provider shall maintain and provide evidence of commercially reasonable liability and professional liability insurance coverage for the duration of the Agreement in amounts customary for providers performing similar services.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in that state.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. NOTICES

Notices shall be in writing and delivered to the addresses set forth above or such other addresses as either party may designate by notice. Notices shall be deemed given when received by certified mail, overnight courier, or by hand delivery.

12. MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any right shall not constitute a waiver of that right. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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