Business Services Kalidjo

Business Services Kalidjo

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it possesses the necessary professional skills, experience and resources to provide business consulting, administrative, operational and related services under the name Business Services Kalidjo; and

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth herein, and Service Provider is willing to perform such services on the terms and subject to the conditions of this Agreement; and

WHEREAS, the parties intend that the mutual promises and covenants in this Agreement constitute the entire understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below (the Services). Service Provider agrees to deliver professional services in a timely manner, using qualified personnel and in accordance with generally accepted industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within the period set forth in Payment Schedule. Overdue amounts shall accrue interest at the rate specified as the Late Payment Fee above, and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate this Agreement 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 expenses incurred through the effective date of termination and any non-cancellable commitments then in effect.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or other form, that is designated as 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, client lists, pricing, technology, intellectual property, and trade secrets.

The receiving party shall (a) protect the confidentiality of the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this section shall not apply to information that (i) is or becomes public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party as evidenced by written records; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the other party's Confidential Information.

Intellectual Property and Work Product

Subject to Client's payment of all amounts due hereunder, Service Provider hereby assigns to Client all right, title and interest in and to tangible deliverables and work product created specifically for Client under this Agreement. Service Provider retains all rights in its pre-existing intellectual property, methodologies, templates and tools. To the extent Service Provider's pre-existing intellectual property is incorporated into deliverables, Service Provider grants Client a non-exclusive, royalty-free, worldwide license to use such pre-existing materials solely for Client's internal business purposes.

Independent Contractor; No Employment

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency between the parties. Service Provider shall be solely responsible for the payment of all taxes and benefits associated with its performance of the Services.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct or negligent acts in performance of its obligations hereunder.

Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement; Amendment

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

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith a valid provision that most closely effects the parties' intent in the invalid provision.

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