Business Services Modica

BUSINESS SERVICES MODICA

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: , and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, and related services and possesses the experience and expertise necessary to perform the services described herein; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

1. Services. Service Provider shall perform the services described below and such additional services as the parties may agree in writing. Services shall include, without limitation, the tasks, deliverables, milestones, and standards set forth in the Scope of Work field.

PAYMENT TERMS

2. Fees. Client shall pay Service Provider the fees set forth below for the services performed under this Agreement. All amounts are exclusive of any taxes unless otherwise stated.

3. Invoicing and Payment Due. Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt.

4. Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

5. Expenses. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in performing the services if preapproved in writing. Reimbursable expenses shall be invoiced in accordance with the Payment Schedule.

TERM AND TERMINATION

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

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

8. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

9. Effect of Termination. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the date of termination. Sections concerning confidentiality, indemnity, and limitation of liability shall survive termination.

CONFIDENTIALITY

10. Definition. "Confidential Information" means nonpublic information disclosed by either party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

11. Obligations. 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 for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

12. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

ADDITIONAL TERMS

13. Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14. Indemnification. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

15. Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid or payable under this Agreement during the six-month period preceding the claim.

GOVERNING LAW

16. 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 law principles.

ENTIRE AGREEMENT

17. Entire Agreement. This Agreement, including all exhibits and attachments referenced 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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