Business Services Miranda

BUSINESS SERVICES MIRANDA

Parties

Effective Date:

Recitals

WHEREAS, Client Name: desires to retain the Service Provider to perform certain business services as set forth herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources to perform the services described in this Agreement on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the services.

Scope of Work

Service Provider will perform the services described below and in any work orders or statements of work executed under this Agreement. The services shall include, without limitation, the following:

Payment Terms

Client shall pay Service Provider for services performed as follows:

Invoices shall be delivered to the Client in writing. Unless otherwise stated in a work order, payments are due within days of invoice receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience by providing the other party with written notice at least 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.

Upon termination for any reason, Service Provider shall deliver to Client all work in progress and Client shall pay for all services performed through the effective date of termination, together with any reasonable costs incurred in winding down the services.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means 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, and trade secrets.

Each party agrees (a) to use Confidential Information of the other party solely for the performance of this Agreement, (b) to restrict disclosure of such Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full corporate or other power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services, subject to any limitations or exclusions set forth in a work order.

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.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work or work orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment to 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 above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the mail with postage prepaid, or one (1) day after deposit with an overnight courier service.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the party waiving the breach.

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