Business Services Itai

Business Services Itai

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: ("Client"), and Service Provider Name: ("Service Provider"). Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Service Provider maintains expertise and experience in providing business consulting, operational support, and related services described below; and

WHEREAS, Client desires to engage Service Provider to perform services for the benefit of Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which such services will be provided.

Scope of Work

Service Provider will perform the services, deliverables and tasks described below in a professional manner consistent with industry standards. The detailed description of services, deliverables, milestones and acceptance criteria is set forth in the space below and forms an integral part of this Agreement.

Payment Terms

In consideration for the performance of the services described in this Agreement, Client shall pay Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, currency shall be United States dollars.

Payments not received within days of the invoice due date shall accrue interest at the lesser of (a) percent per month or (b) the maximum rate permitted by applicable law. Service Provider may suspend services if invoiced amounts remain unpaid for more than days after written notice.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services. Pre-approval must be obtained in writing where expenses exceed .

Term and Termination

Term: The term of 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 for any reason upon days' prior written notice to the other Party.

Termination for Cause: 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 breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Effect of Termination: Upon termination, Service Provider shall cease work and submit a final invoice for all unpaid fees and reimbursable expenses for services performed through the effective date of termination. Client shall pay any undisputed amounts due within thirty (30) days of receipt of the final invoice. Each Party shall promptly return or destroy the other Party's Confidential Information in accordance with Section titled "Confidentiality."

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who 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 publicly available through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Duration: The Receiving Party's obligations with respect to Confidential Information shall continue for a period of years following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

Independent Contractor

The Parties acknowledge and agree that Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes and benefits arising from amounts paid to Service Provider and shall have no authority to bind Client except as expressly provided in this Agreement.

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 conflicts of law principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State, and the Parties hereby submit to the personal jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

Severability; Remedies

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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