Business Services K

BUSINESS SERVICES AGREEMENT — K

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

Client Name:    Client Address:

Service Provider:    Provider Address:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has represented that it possesses the qualifications, experience, and ability to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide those services and Client will compensate Service Provider;

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

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide all labor, materials, equipment and supervision necessary to perform the services unless otherwise provided in writing.

PAYMENT TERMS

Service Provider shall submit invoices to Client. Payment shall be due within days of Client's receipt of a proper invoice unless otherwise stated in the payment schedule.

Any undisputed amount not paid within the time required shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting past due amounts.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the services. All fees are exclusive of taxes unless otherwise indicated; Client shall be responsible for sales, use, value-added, and other taxes associated with the services, except taxes based on Service Provider's net income.

Deposit Required:   If checked, Client will pay a deposit in the amount of prior to commencement of work.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 30 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents or consultants who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable steps to safeguard Confidential Information from unauthorized disclosure.

Confidentiality Term: years from the date of disclosure. Exceptions include information that is (i) publicly known through no breach of this Agreement, (ii) already known by the receiving party prior to disclosure, (iii) rightfully received from a third party without obligation of confidentiality, or (iv) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to seek protective measures. Breach of confidentiality shall entitle the disclosing party to injunctive relief and any other remedies available at law or in equity.

GOVERNING LAW

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

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency or joint venture relationship between the parties. Service Provider shall be solely responsible for all employment taxes and other obligations related to its personnel.

Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

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