Business Services NEM Agreement

Business Services NEM Agreement

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client is engaged in business activities requiring the services described herein and desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties intend that this Agreement govern the scope, payment, confidentiality, and other terms of the relationship between Client and Provider.

Scope of Work

Services shall include the tasks identified in the Description of Services and any ancillary activities reasonably necessary for completion of such tasks. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

Payment Terms

Invoices issued by Provider are due and payable within days of invoice date. Payments shall be made in immediately available funds unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination, subject to any setoffs permitted by law or this Agreement.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (i) maintain the confidentiality of the other party's Confidential Information using no less than reasonable care; (ii) not disclose Confidential Information to any third party except employees, contractors, or advisors who need access to perform the receiving party's obligations and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information only for the purposes of performing obligations under this Agreement.

Confidentiality obligations do not apply to information that: (a) is or becomes public other than through a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, provided it gives prompt written notice to the other party and cooperates in any lawful effort to limit disclosure.

Representations; Limitation of Liability; Indemnity

Each party represents that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards.

Except for liability resulting from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special, or punitive damages arising out of or related to this Agreement. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period immediately preceding the claim.

Client shall indemnify and hold harmless Provider from and against third-party claims arising from Client's misuse of deliverables or Client-provided data, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title, and interest in any methodologies, tools, or pre-existing intellectual property used or developed in performing the Services. Client is granted a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of amounts due.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve disputes through negotiation, and if unresolved, to submit the dispute to binding arbitration in the governing state in accordance with its commercial arbitration rules.

Entire Agreement; Amendments

This Agreement, including all exhibits and written amendments signed by both parties, 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 oral or written. No amendment or waiver shall be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or such other address as a party may designate in writing, by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

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