Business Services NAVSTAR

BUSINESS SERVICES NAVSTAR

This Business Services Agreement ("Agreement") is entered into by and between Service Provider: and Client Name: (collectively, the "Parties").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, project management, software integration, and related professional services, and represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client, and Service Provider desires to accept such engagement on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance of such services and the compensation therefor.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope, schedule, or deliverables shall be made only by mutual written amendment signed by authorized representatives of both Parties.

PAYMENT TERMS

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend performance for Client's failure to pay undisputed amounts thirty (30) days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. In the event of termination, Client shall pay Service Provider for all services performed and costs incurred through the effective date of termination, including reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either Party to the other Party, whether oral, written, electronic, or otherwise, 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. Each Party shall (a) maintain the confidentiality of the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) not use the other Party's Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the other Party's Confidential Information to any third party without prior written consent, except to the extent required by law, regulation, or legal process, and then only after providing prompt written notice to the disclosing Party to permit it to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any methodologies, tools, templates, and pre-existing materials used or developed in the performance of the services. Client will receive, upon full payment, a perpetual, non-exclusive license to use deliverables that are specifically and exclusively prepared for Client under this Agreement, subject to Service Provider's ownership of underlying intellectual property.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and attachments hereto) 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 written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now