Business Services Midsota

Business Services Midsota Service Agreement

Parties and Effective Date

This Service Agreement ("Agreement") is made and entered into as of by and between:

Recitals

WHEREAS, Service Provider represents that it has the professional expertise and resources to perform certain business services, including consulting, operational support, and project implementation, as described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform the services for Client in accordance with those terms; and

WHEREAS, the parties desire to set forth the full terms and conditions of their agreement in writing.

Scope of Work

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

Payment Terms

In consideration for the performance of the Services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with the performance of the Services, provided that such expenses have been pre-approved in writing by Client.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial, or other information 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 does not include information that: (a) is or becomes generally known to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction on use or disclosure; (c) is received by the Receiving Party without restriction from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that this Agreement is a valid and binding obligation enforceable in accordance with its terms. Service Provider warrants that Services will be performed in a competent and professional manner in accordance with generally accepted industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the amount of fees paid to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that the dispute shall be resolved by binding arbitration administered in the agreed state unless otherwise mutually agreed in writing.

Independent Contractor; Assignment

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses set forth above or to such other address as a party may specify in writing.

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