Business Services Mussa

BUSINESS SERVICES AGREEMENT

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

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business consulting, operational support and related services, and represents that it has the qualifications, experience and ability to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider agrees to perform such services on the terms and conditions set forth herein; and

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

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in accordance with any milestones or delivery schedules set forth in this Agreement or an attached statement of work.

PAYMENT TERMS

Client shall pay all undisputed invoices within days of invoice receipt. Amounts not paid when due shall accrue interest at the rate of (or the maximum rate permitted by law), beginning on the day after payment is due. Any dispute regarding an invoice shall not relieve Client of its payment obligations for undisputed portions.

Reimbursable expenses: Yes    No

TERM AND TERMINATION

Term Commencement Date:

Termination Date or Duration:  or  

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Client will pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination, subject to any agreed set-off or mutual claims.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether disclosed orally, visually, or in writing, including trade secrets, business plans, financial information, client lists, and technical data, but excluding information that (a) is or becomes public other than through breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Required Disclosures: If the Receiving Party is required by law or valid process to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperate in any reasonable effort to obtain confidential treatment or protective order.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within days, the parties may pursue any remedy available at law or in equity.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Nothing contained in this Agreement creates a joint venture, partnership or employment relationship.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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