Business Services Ligonde

BUSINESS SERVICES AGREEMENT — LIGONDE

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform business services related to operational support, advisory, and implementation tasks as described in this Agreement;

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services in a professional manner and in accordance with industry standards;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided by Service Provider.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the services described below (the "Services"). The Services shall be performed in accordance with the schedule and deliverables set forth in this Agreement and any attached statements of work.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise stated, Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed amounts within the invoice due period. Disputed amounts shall be raised in writing within ten (10) business days of receipt and the parties shall negotiate in good faith to resolve the dispute. All reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in performing the Services shall be reimbursed by Client upon submission of supporting documentation.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice. Termination shall not relieve Client of the obligation to pay, and Service Provider of the obligation to deliver, work completed and fees accrued through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information, whether written, oral or electronic, disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, financial data, client lists, trade secrets, and technical information.

The Receiving Party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach by the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all deliverables specifically prepared for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client upon full payment of amounts due. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies, and know-how, and grants Client a nonexclusive license to the extent such materials are embedded in the Work Product. The parties shall execute any documents reasonably necessary to perfect ownership rights stated in this Section.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

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-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. 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 to an affiliate or in connection with a merger or sale of substantially all its assets.

Sign Now