Business Services JRRG

Business Services JRRG — Business Services Agreement

This Business Services Agreement (the 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 .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to operational advising, project management, and deliverable production; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Scope of Work

Service Provider shall furnish all labor, materials, equipment, and supervision necessary to perform the services described in the Scope of Work in a professional and workmanlike manner consistent with industry standards. Changes to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both parties, which shall set forth any adjustments to fees and schedule.

2. Payment Terms

Unless otherwise agreed in the Payment Schedule, invoices are due and payable within days from invoice date. All amounts are exclusive of taxes; Client shall pay any applicable sales, use or value-added taxes.

Late payments shall accrue interest at the lesser of the stated Late Fee above or one and one-half percent (1.5%) per month, calculated monthly from the date payment was due until paid in full. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon delivering written notice to the other party no fewer than days prior to the effective date of termination.

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 specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all completed work product and any work in progress for which Client has paid in whole or in part.

4. Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form, whether oral, written or electronic, that is designated 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 to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) 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.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) was already in Receiving Party's possession without obligation of confidentiality; or (iv) is independently developed without use of or reference to Disclosing Party's Confidential Information.

Remedies: Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of confidentiality and that Disclosing Party may seek injunctive relief and any other remedies available at law or in equity.

5. Intellectual Property and Work Product

Ownership: Unless otherwise agreed in a written exhibit, Service Provider retains ownership of its preexisting intellectual property and methodologies. Subject to full payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes.

Third-Party Materials: Any third-party materials incorporated into deliverables shall be subject to the applicable third-party license terms. Client shall not remove or alter any proprietary notices placed on deliverables.

6. Miscellaneous Provisions

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

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable for consequential, special, incidental or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

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.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the governing state, subject to the limitations set forth herein.

8. Entire Agreement; Amendment

This Agreement, including documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, proposals, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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