Business Services KJM

BUSINESS SERVICES KJM

Parties

Recitals

WHEREAS, Service Provider: has expertise and capability to provide business consulting and related services to the Client; and

WHEREAS, Client: desires to engage Service Provider to perform specified services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described above and such additional services as the parties may agree in writing. Deliverables, performance milestones, acceptance criteria, and other specifications will be recorded in writing and signed by both parties as addenda to this Agreement.

Payment Terms

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Payments not made when due shall accrue interest at the rate of per month (or the maximum permitted by law), plus all costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination, subject to Client's right to set off amounts for service defects.

Confidentiality

"Confidential Information" means information disclosed by either party 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. Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that is: (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without similar restrictions; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given advance notice and an opportunity to seek protective relief.

Upon termination or request, receiving party shall return or destroy Confidential Information and certify in writing that it has done so, except that one archival copy may be retained solely to comply with legal record-keeping requirements.

Independent Contractor; Compliance

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider is responsible for all taxes and withholding obligations arising from payments under this Agreement.

Service Provider acknowledges and confirms that it will perform services as an independent contractor and will not be entitled to employee benefits from Client.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt notice of any claim and reasonable cooperation in the defense. The indemnifying party shall not settle any claim that imposes obligations or liability on the indemnified party without the indemnified party's prior written consent.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and written addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notice is effective upon receipt.

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