Business Services KN Hawaii

BUSINESS SERVICES AGREEMENT — Business Services KN Hawaii

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables, and represents that it has the experience, personnel and resources to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services in connection with Client's operations in Hawaii and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the performance standards, payment terms, confidentiality protections and other obligations be set forth in a written agreement.

SCOPE OF WORK

Service Provider shall perform services and deliverables as described below. The parties may amend the Scope of Work by written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services and deliverables. Unless otherwise stated, all amounts are stated in U.S. dollars.

If any undisputed payment is not received by Service Provider within the number of days specified above, Client shall pay interest at the rate specified above, calculated monthly, until payment is made in full. Service Provider reserves the right to suspend performance for nonpayment after providing ten (10) days' prior written notice.

Bank transfer Check Credit card

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 not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential all nonpublic information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) not use Confidential Information except to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those of its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect the confidentiality of such information. These obligations shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of all pre-existing intellectual property used in providing the services. Upon full payment of amounts due, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables created specifically for Client as described in the Scope of Work for Client's internal business purposes. Any third-party materials incorporated in deliverables remain subject to the third party's terms and license.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims resulting from that indemnifying party's breach of this Agreement, willful misconduct or gross negligence. Except for indemnification obligations or willful misconduct, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider is responsible for all taxes, withholdings and other statutory obligations arising from payments made under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives. If unresolved within thirty (30) days, the parties shall submit the dispute to binding arbitration in the specified jurisdiction, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that equitable relief, including injunction, may be sought in addition to other remedies.

SIGNATURES

The parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

Sign Now