Business Services ING

Business Services ING

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational support, and related services and possesses the expertise, personnel, and resources to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the performance of such services, the allocation of responsibilities and risks, and the payment for services rendered.

PARTIES

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones, and deliverables shall be as follows:

Service Provider shall provide qualified personnel, materials, tools and supervision necessary to complete the work. Any changes to the Scope of Work shall be documented in a written change order signed by both parties that describes the change, any adjustment to fees, and any change to the schedule.

PAYMENT TERMS

In consideration for the services performed, Client shall pay Service Provider as follows:

All fees are due in United States dollars. Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise stated on an invoice, payment is due within days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs.

Client shall reimburse Service Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with performance. Unless otherwise agreed, amounts payable hereunder do not include sales, use or other taxes, which shall be the responsibility of the party required to pay such tax.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, financial, technical, or other proprietary information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any form, whether oral, written, electronic or other. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement by the Receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates to seek protective measures.

The Receiving Party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information (but no less than reasonable care); (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 restrictive as those herein. Upon written request or upon termination, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or internal record retention policies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any executed change orders or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or purchaser of substantially all of its assets upon written notice. Any prohibited assignment is void.

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. Service Provider is solely responsible for withholding and paying its employees' taxes and benefits.

Remedies: Except as otherwise limited herein, each party's remedies for breach of this Agreement shall include all available equitable and legal remedies. The parties acknowledge that breach of the Confidentiality provisions may cause irreparable harm for which monetary damages may be an insufficient remedy and that injunctive relief may be appropriate.

NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above or at such other address as a party may designate by notice given in accordance with this section.

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