Business Services LLGSC

BUSINESS SERVICES LLGSC

Effective Date:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, the Service Provider is engaged in the business of providing business operations, administrative and consulting services and has represented that it possesses the requisite expertise, personnel and resources to perform such services for the Client; and

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

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, confidentiality, term and other rights and obligations of the parties with respect to the services to be provided.

SCOPE OF WORK

The Service Provider shall perform the services described below (the "Services") and deliver the deliverables set forth. The Services shall include, but are not limited to, the tasks, milestones and deliverables set forth in the Scope of Work field.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee in the amount of for the Services described herein, subject to the invoicing and schedule provisions below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, together with any reasonable collection costs and attorneys' fees incurred by the Service Provider in collecting such overdue amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and, where permitted, cooperate in any efforts to obtain confidential treatment or a protective order.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership of Deliverables: Subject to full payment of all fees due under this Agreement, the Service Provider hereby assigns to the Client all right, title and interest in and to deliverables specifically commissioned under this Agreement, excluding (i) Service Provider's pre-existing materials and (ii) general knowledge, skills and techniques retained by Service Provider.

License to Pre-Existing Materials: To the extent that Service Provider's pre-existing materials are incorporated into deliverables, Service Provider grants the Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials solely as part of the deliverables.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in the county where the Client's primary place of business is located, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that the Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control to an affiliate.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

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