Business Services NG

BUSINESS SERVICES NG

THIS BUSINESS SERVICES AGREEMENT (the "Agreement") is entered into on this Effective Date: by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider represents that it has the professional expertise, personnel, equipment and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform business 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 below (the "Services") in accordance with the terms of this Agreement. The Services shall include, without limitation, the deliverables, milestones and acceptance criteria specified by the parties.

PAYMENT TERMS

As full compensation for the satisfactory performance of the Services, Client shall pay Service Provider the fees set forth below in accordance with the invoicing and payment schedule provided in this Section.

Service Provider shall submit invoices to Client upon completion of each milestone or monthly as agreed. Payments are due within days of Client's receipt of a proper invoice. Late payments shall accrue interest at per month (or the maximum rate permitted by law), plus all reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall defend, indemnify, and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct or material breach of this Agreement.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all compensation, benefits, payroll taxes and other obligations of its personnel. Nothing in this Agreement creates a fiduciary relationship between the parties.

Service Provider acknowledges and agrees that it performs services as an independent contractor and is responsible for applicable taxes and benefits.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

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