Business Services LJS

BUSINESS SERVICES LJS

This Business Services Agreement (Agreement) is entered into by and between the parties identified below on the Effective Date set forth in the signature block. Service Provider and Client agree as follows.

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is in the business of providing professional business services, including but not limited to consulting, project management and related deliverables; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider will perform the services described below and will deliver all deliverables contemplated by this Agreement in a timely and professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the performance of the services and delivery of the deliverables described in the Scope of Work.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule and are payable by Client within days of receipt, unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including business plans, financial information, trade secrets, client lists, and technical data. Each party shall (a) hold the other's Confidential Information in strict confidence, (b) not disclose such information to any third party except as permitted herein, and (c) use such information solely for the purposes of performing this Agreement.

Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such destruction if requested in writing.

Independent Contractor; Compliance

Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider is responsible for all taxes and benefits related to its personnel. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct or breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If unresolved within sixty (60) days, the parties may pursue any available remedies in the state or federal courts located within the governing state.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing. Notices shall be deemed effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with certified mail.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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