Business Services Mediros

Business Services Mediros

This Business Services Agreement (the Agreement) is made and entered into as of the day of , (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, and related professional services and possesses the expertise and personnel necessary to provide such services; and

WHEREAS, Client desires to retain Service Provider to perform certain services as set forth in this Agreement, and Service Provider is willing to perform those services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope of work must be agreed in writing by both parties and may be subject to additional fees.

Payment Terms

Client shall pay Service Provider the fees set forth in this Agreement in accordance with the Payment Schedule. Unless otherwise stated, invoices are due within thirty (30) days of receipt. Late payments shall accrue the Late Fee specified above and Service Provider may suspend performance until past due amounts are paid in full.

Term and Termination

The term of this Agreement shall commence on day of , and shall continue until day of , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party with the number of days' written notice specified above. 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. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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 data, customer lists, trade secrets, and technical information.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of any disputes arising out of this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification shall be effective unless in writing signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 so long as the assignee assumes Service Provider's obligations under this Agreement.

Notices

All notices under this Agreement shall be in writing and delivered by hand, reputable overnight courier, certified mail (return receipt requested), or email with confirmation to the addresses set forth in this Agreement or to such other address as a party may designate by notice.

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