Business Services LAPE

Business Services LAPE

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

RECITALS

WHEREAS, Client seeks to obtain certain professional business services in connection with the planning, advisory, procurement, and execution of discrete projects described herein; and

WHEREAS, Service Provider possesses the experience and qualifications necessary to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services as of the Effective Date.

1. PARTIES AND CONTACT INFORMATION

2. SCOPE OF WORK

Service Provider shall perform the services described below and any deliverables thereto in a professional and workmanlike manner consistent with industry standards. The Scope of Work shall include, without limitation, the tasks identified in the field below and any mutually agreed written change orders.

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in consideration for the services described in Section 2. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are payable within days of receipt. Overdue amounts shall accrue a late fee of (or the maximum permitted by law, if less). Client shall also reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

4. 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 days prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days following written notice of breach, or immediately upon insolvency, appointment of a receiver, or similar insolvency event.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments and work in progress valued on a pro rata basis.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information furnished by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information includes business plans, financial information, technical data, specifications, trade secrets, customer lists, and other information designated as confidential or that reasonably should be understood to be confidential.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

6. INTELLECTUAL PROPERTY AND DELIVERABLES

Except as otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property, methodologies, templates, and tools. Any custom deliverables expressly identified and paid for hereunder shall be assigned to Client upon full payment, subject to Service Provider's retention of ownership in any underlying intellectual property and know-how.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the courts located in that state for any dispute arising out of this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, proposals, and agreements. No amendment or waiver of any provision shall be effective unless in a written instrument signed by both parties.

10. MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing.

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