Business Services JGS

Business Services JGS

This Business Services Agreement ("Agreement") is made effective as of , by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to advisory, operational, and implementation services as further described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth below.

WHEREAS, the parties intend that this Agreement set forth the complete terms governing their relationship with respect to the services contemplated herein.

Scope of Work

Service Provider shall perform the services set forth below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that a change in scope may require adjustment to compensation or schedule in accordance with the Change Order procedure below.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider in accordance with the terms set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the services, provided that Service Provider supplies documentation for such expenses. Amounts not paid when due shall accrue interest at the rate stated above and may be collected by Service Provider together with collection costs and attorneys' fees if applicable.

Term and Termination

This Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Either party may terminate for convenience upon the notice period above. Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, and Service Provider shall deliver any work product for which Client has paid.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, methodologies, client lists, and technical data.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that is: (i) publicly known through no breach by the Receiving Party; (ii) rightfully received from a third party without confidentiality obligations; (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) required to be disclosed by applicable law or regulation, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in the performance of services. All deliverables specifically created for Client and paid in full under this Agreement shall be assigned to Client upon full payment, subject to Service Provider's retained rights in pre-existing materials and general methodologies. Each party grants the other a nonexclusive, limited license to use its pre-existing materials solely to the extent necessary to exercise rights granted by this Agreement.

Representations; Warranties; Remedies

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner consistent with industry standards. Except for the express warranty above, services are provided "AS IS" and Service Provider disclaims all other warranties to the maximum extent permitted by law. Client's exclusive remedies for breach of the express warranty shall be re-performance of the deficient services or, if Service Provider cannot cure, a refund of fees attributable to the nonconforming services.

Governing Law; Venue

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

Entire Agreement; Miscellaneous

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the Confidentiality provisions and agree that equitable relief, including injunction, may be sought in addition to other remedies.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the address set forth above or to such other address as a party may specify by written notice. Notice is effective upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

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