Business Services Lagoon

Business Services Lagoon — Service Agreement

This Service Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing consulting, administrative, and other professional business services and has represented that it has the expertise and personnel necessary to provide such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider desires to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services specified above in a professional and workmanlike manner in accordance with generally accepted industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Service Provider will submit invoices in accordance with the Billing Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of receipt. Payments not received when due shall bear interest at the rate of % per month (or the maximum lawful rate if lower), computed monthly and compounded.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services rendered and reimbursable expenses accrued through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each recipient shall (a) maintain the confidentiality of the discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose such Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is already known to the recipient without restriction at the time of disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the recipient without use of the discloser's Confidential Information.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in a written amendment, Service Provider retains ownership of its preexisting intellectual property and tools. Client shall own final deliverables specifically created for Client under this Agreement upon full payment, except that Service Provider hereby grants Client a nonexclusive, perpetual, worldwide license to use any of Service Provider's preexisting materials that are incorporated into such deliverables solely as part of the deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement or its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations arising from compensation paid under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three business days after mailing by certified mail, postage prepaid, to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

GOVERNING LAW; DISPUTE RESOLUTION

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 to attempt in good faith to resolve disputes through negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This Agreement, including any exhibits or amendments 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, representations, and understandings, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now