Business Services LA2

Business Services LA2

Service Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider possesses expertise, personnel, technical capability and equipment necessary to perform the business services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform business services described herein and Service Provider desires to perform such services for Client upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Payment Terms

Fee for Services (Total Contract Amount): $ payable in accordance with the schedule below.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall reimburse Service Provider for reasonable costs of collection, including attorney fees, if collection is necessary.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within 10 days following written notice of such breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser") without the Discloser's prior written consent. "Confidential Information" means non-public information disclosed in any form 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 does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was rightfully known to Recipient prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by Recipient without use of the Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient will use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, agency, joint venture or partnership relationship between the parties. Service Provider shall be responsible for all taxes, withholdings, benefits and other obligations arising from performance of the Services.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence.

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 venue for any dispute arising under this Agreement shall be the federal or state courts located in the county of the selected governing state.

Entire Agreement; Amendments

This Agreement (including any attached statements of work and task orders duly executed 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 written or oral. No amendment or modification of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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