Business Services MEGA PRO

BUSINESS SERVICES MEGA PRO

Parties and Effective Date

This Business Services Agreement ("Agreement") is entered into on (the Effective Date) by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to provide professional business services described herein, and Service Provider represents that it has the experience and capability to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend that Service Provider deliver services pursuant to the specifications, schedule, and compensation set forth below, and that the parties define their respective rights and obligations in relation to those services; and

WHEREAS, the parties desire that certain information exchanged in connection with the services be maintained confidentially and that ownership of work product be allocated as set forth in this Agreement.

Scope of Work

Service Provider shall perform the business services described below (the "Services"). The Services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to pay Service Provider the fees and expenses set forth below in consideration for the Services. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule and are due and payable within calendar days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the rate of percent per month (or the maximum permitted by law, if less) on the unpaid balance.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective date of termination. Either party may terminate for cause 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.

On termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information only to perform obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except as necessary to perform the Services and subject to written obligations of confidentiality at least as protective as this section.

Confidentiality obligations shall remain in effect for years following termination of this Agreement, except as to trade secrets and information that, by applicable law, must be kept confidential for a longer period.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in performing the Services. Subject to Client's payment of all amounts due, Service Provider assigns to Client all right, title and interest in final deliverables specifically created for Client under this Agreement (“Work Product”). Service Provider may retain non-identifying copies of Work Product for archival purposes and to comply with legal obligations. The parties shall execute additional instruments reasonably necessary to effectuate such assignments.

Representations, Warranties and Limitations of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner consistent with customary industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Service Provider is responsible for all taxes and withholdings related to payments received hereunder and shall maintain any insurance required by law or prudent business practice.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties agree, or otherwise in the state and federal courts located in the jurisdiction selected. The parties consent to the exclusive jurisdiction of those courts.

Entire Agreement; Amendments

This Agreement (together with any attachments or exhibits) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above (or to such other address as a party may designate by written notice) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have participated in the negotiation and drafting of this Agreement and that any rule construing ambiguities against the drafting party shall not apply.

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