Business Services KRINS

BUSINESS SERVICES AGREEMENT — KRINS

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services consisting of consulting, advisory and related deliverables as further specified below; and

WHEREAS, Service Provider represents that it has the experience, expertise and personnel to perform such services in a professional manner and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Service Provider will provide services and Client will compensate Service Provider.

1. SCOPE OF WORK

1.1 Services. Service Provider shall perform the services described in the Scope of Work below (the Services). The Services shall include deliverables, milestones and specific tasks identified by the parties.

2. PAYMENT TERMS

2.1 Fees. In exchange for the Services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

If Client fails to pay any undisputed invoice by the due date, Client shall pay interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. 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.

3.3 Effect of Termination. Upon termination, Service Provider shall deliver all completed work and Client shall pay for Services performed and reimbursable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by a 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.

4.2 Obligations. Each party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it to third parties except to its employees, agents or contractors who need to know and are bound to confidentiality obligations at least as protective as those herein.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Unless otherwise agreed in a written schedule, Service Provider retains ownership of pre-existing intellectual property and methodologies. Client is granted a non-exclusive, non-transferable license to use any deliverables solely for Client's internal business purposes upon full payment of all fees.

5.2 Third-Party Materials. Service Provider will identify any third-party materials incorporated in deliverables and will obtain any required licenses. Client will be responsible for licensing costs for third-party materials not covered by Service Provider.

6. WARRANTY, INDEMNITY AND LIMITATION OF LIABILITY

6.1 Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Except as expressly provided, there are no other warranties, express or implied.

6.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

6.3 Limitation of Liability. Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. 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 agree that any disputes arising out of this Agreement will be resolved in the state or federal courts located in that state.

8. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Relationship of the Parties. Service Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership or joint venture between the parties.

9.2 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

Sign Now