Business Services NextGen

Business Services NextGen

This Business Services Agreement ("Agreement") is entered into as of Effective Date: between Client Name: whose address is and Service Provider Name: whose address is .

Recitals

WHEREAS, Client requires certain business services related to technology, operations, and advisory support (the "Services"); and

WHEREAS, Provider represents that it has the professional skill, experience, personnel and resources necessary to perform the Services in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider a total fee of $ for the Services as set forth in this Agreement.

Deposit (if any): $ payable upon execution. Subsequent payments shall be due within days of invoice.

Late Payment: Unpaid amounts shall accrue interest at the lesser of (a) % per month, or (b) a flat late fee of $ . Interest and fees are cumulative and recoverable by Provider.

Reimbursable Expenses: Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses directly incurred in providing the Services upon presentation of substantiating documentation.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Termination without Cause: Either party may terminate this Agreement without cause upon written notice to the other party delivered not less than days prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination Provider shall deliver all completed work and an invoice for services performed through the date of termination; Client shall pay all accrued amounts within the payment terms above.

Confidentiality

Definition: "Confidential Information" means all non-public, confidential or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Services, whether in oral, written or electronic form, including business plans, financial data, technical information, customer lists, and trade secrets, but excludes information that is publicly available through no fault of the Receiving Party or independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) restrict disclosure to employees and subcontractors with a need to know, (c) use Confidential Information solely to perform its obligations under this Agreement, and (d) apply at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as the information remains a trade secret under applicable law.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement for Client's internal business purposes. Provider retains ownership of pre-existing materials, tools, methodologies and intellectual property developed independently of this engagement.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and total aggregate liability for any claims under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period 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 conflicts of law principles. Venue for any dispute shall lie in the courts of that state.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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