Business Services MDA

BUSINESS SERVICES MDA

Recitals

WHEREAS, Service Provider Name: possesses expertise and capacity to provide business services as described in this Agreement;

WHEREAS, Client Name: desires to engage the Service Provider to perform such services pursuant to the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services described above professionally and in accordance with industry standards. Any change to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties. Deliverables, milestones, and acceptance criteria shall be set forth in writing and incorporated into this Agreement upon execution of such written amendment.

Payment Terms

Compensation: Client shall pay Service Provider the total amount of $ for the services described in this Agreement, subject to the payment schedule below.

Invoices shall be submitted by Service Provider to Client and are payable within days of receipt, unless otherwise agreed in writing. Late payments shall incur interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs for overdue amounts.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party at least days prior to the effective termination date. 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 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay for all services performed and expenses incurred through the effective date of termination. The parties shall cooperate to effect an orderly wind-down of services and transfer of Client materials where applicable.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, 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 includes, without limitation, business plans, financial information, technical data, product designs, customer lists, pricing, and trade secrets.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as explicitly permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict access to Confidential Information to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party without an obligation of confidentiality; (iii) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for purposes of resolving disputes arising out of this Agreement, subject to any mandatory venue or forum restrictions required by applicable law.

Entire Agreement

This Agreement, including any exhibits or attachments explicitly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail if confirmed by a mailed copy. Notice is effective upon receipt.

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be interpreted or construed to create an employment, agency, joint venture, or partnership relationship between the parties. Assignment: Neither party may assign 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 merger or sale of substantially all of its assets, provided the assignee assumes the obligations herein. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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