Business Services ICS Agreement

Business Services ICS Agreement

This Business Services ICS Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at .

RECITALS

WHEREAS, Service Provider maintains expertise in the design, implementation, and maintenance of internal control systems and related business services ("ICS Services"); and

WHEREAS, Client desires to engage Service Provider to perform ICS Services as set forth in this Agreement, and Service Provider is willing to perform such services under the terms and conditions provided herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). Service Provider shall provide personnel, materials, equipment, and supervision necessary to complete the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Payment is due within days of invoice receipt. All amounts shall be paid in United States dollars unless otherwise agreed in writing. Services not paid when due shall bear interest at the lesser of 1.5% per month or the maximum permitted by applicable law. Late payment shall also entitle Service Provider to suspend Services after ten (10) days' written notice until amounts are brought current.

TERM AND TERMINATION

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the termination date and reasonable wind-down costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") and shall not use such Confidential Information except to perform its obligations under this Agreement. Confidential Information excludes information that (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to Confidential Information.

Confidentiality obligations shall remain in effect for from the date of disclosure or until such time as the information no longer qualifies as Confidential Information under the terms above. Upon termination, Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction upon request.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Limitation of Liability. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for special, incidental, consequential, or punitive damages. Each party's aggregate liability shall not exceed the amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit with the postal service, or upon confirmed electronic transmission if delivered during normal business hours.

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