Business Services MTM Elite MA

Business Services MTM Elite MA - General Business Agreement

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the business services described herein and Service Provider represents it has the experience, personnel, and qualifications necessary to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client on a month-to-month basis unless otherwise terminated in accordance with this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the relationship, responsibilities, compensation, confidentiality and dispute resolution between them.

SCOPE OF WORK

Service Provider shall provide business services to Client as described below. Services shall be performed in a timely, professional manner and in accordance with industry standards. Specific deliverables, milestones, and measurable performance criteria shall be set forth in the space below or in attachments signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the services rendered. All fees are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule below and Client shall remit payment in U.S. dollars in accordance with the invoice terms.

Late payments shall accrue interest as set forth below and Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect delinquent amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and continue on a month-to-month basis until terminated as provided herein.

Start Date:     End Date (if applicable):

Either party may terminate this Agreement for convenience upon providing the required notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other in any form 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, including business plans, client lists, pricing, financial data, and trade secrets.

Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized use and disclosure 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 to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) was known to Receiving Party prior to disclosure as evidenced by its written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of the disclosing party’s Confidential Information. Obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where Service Provider maintains its principal place of business.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or exhibits 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, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

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