Business Services Mazza

BUSINESS SERVICES MAZZA

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

RECITALS

WHEREAS, Service Provider represents that it possesses the experience, expertise and personnel necessary to perform business consulting, advisory and related services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement and Service Provider agrees to provide such services to Client pursuant to these terms.

WHEREAS, the parties intend that the services provided will be performed on an independent contractor basis and that this Agreement will set forth the parties’ full understanding of the services, compensation and obligations between them.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall exercise commercially reasonable efforts and professional skill in performing the Services in accordance with industry standards.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees exclude taxes, duties and third-party costs unless otherwise stated.

Invoices are due and payable within days of invoice date. Late payments shall accrue interest at a rate of per month (or the maximum permitted by law, if less), plus all costs of collection, including reasonable attorneys’ fees. Client is responsible for all applicable sales and use taxes.

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice describing the breach with reasonable specificity.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with at least days’ prior written notice. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for all non-cancellable commitments.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether in written, oral or electronic form, 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 (a) protect Confidential Information using no less than the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to personnel or contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed without use of the other party’s Confidential Information.

ADDITIONAL PROVISIONS

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

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party shall not exceed the total fees paid by Client to Service Provider under this Agreement during 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or SOWs incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings and representations, whether written or oral. Any amendment or modification of this Agreement 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 to such other address as either party may specify in writing.

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