Business Services Masmid

BUSINESS SERVICES MASMID AGREEMENT

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

WHEREAS

WHEREAS, Service Provider, a business engaged in providing business support services including but not limited to operational consulting, process optimization and administrative services, represents that it has the experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services on the terms and conditions set forth herein and Service Provider is willing to perform such services pursuant to those terms; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. All fees are exclusive of applicable taxes and withholdings unless otherwise stated.

Invoicing: Service Provider shall submit invoices to Client at the intervals described above. Client agrees to pay all undisputed invoices within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or .

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated as provided herein.

Termination for convenience: Either party may terminate this Agreement without cause by giving written notice to the other party at least days prior to the intended termination date. Termination for cause: Either party may terminate immediately upon material breach by the other party if the breach is not cured within thirty (30) days after written notice.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by either 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. Confidential Information excludes information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly known through no breach by the receiving party, (c) received from a third party without restriction, or (d) independently developed by the receiving party.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its 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 not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement.

Duration: The obligations under this section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as such information qualifies as a trade secret.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses or liabilities arising out of the indemnifying party's breach of this Agreement or gross negligence or willful misconduct. Except for liability arising from indemnification obligations or willful misconduct, neither party's aggregate liability for claims under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement

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

Notices

Miscellaneous

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

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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