Business Services JW

Business Services JW — Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of , (the "Effective Date") by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the qualifications, experience, and ability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein and Service Provider desires to accept such engagement; and

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

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables will be deemed accepted by Client upon written confirmation of acceptance or, if no objection is provided within days after delivery, except for defects that materially prevent use, which must be reported in writing with supporting details.

2. Payment Terms

Invoices are payable within days of invoice date. Overdue amounts shall accrue interest at a rate of % per month (or the maximum allowed by law), plus reasonable collection costs. Client shall reimburse Service Provider for preapproved out-of-pocket expenses incurred in connection with performance of the services upon submission of receipts.

3. Term and Termination

Term: This Agreement commences on , and continues until , , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as demonstrated by written records; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Remedies at law may be inadequate for breach of this Section and parties agree that injunctive relief shall be an available remedy in addition to other remedies.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Subject to Client's payment in full for the services and deliverables, Service Provider assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement, except for any third-party materials and Service Provider's general know-how and tools. Service Provider may retain copies for its records. Each party grants the other a limited, non-exclusive license to use the disclosing party's preexisting materials solely as necessary to perform or receive the services under this Agreement.

6. Independent Contractor; Insurance; Indemnification

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and benefits for its personnel. Service Provider agrees to maintain insurance customary for its business and to indemnify and hold harmless Client against liabilities arising from Service Provider's gross negligence or willful misconduct, subject to applicable law and any limitations set forth in this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws 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.

8. Entire Agreement; Amendments

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

9. Notices

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized courier service, to the addresses set forth above or to such other address as a party designates by notice.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that they have had the opportunity to consult with counsel prior to executing this Agreement and that ambiguous provisions will not be construed against the drafter.

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