Business Services Nipa

BUSINESS SERVICES NIPA

This Business Services Agreement (the "Agreement") is entered into as of 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 is in the business of providing business services, professional consulting and related deliverables as described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth below.

SCOPE OF WORK

Service Provider will perform the services and provide deliverables described in the Scope of Work. The Scope of Work shall include tasks, milestones, and acceptance criteria as mutually agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All fees are payable in United States Dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule and are due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance.

Client shall reimburse Service Provider for preapproved reasonable expenses incurred in performance of the services upon presentation of substantiating receipts. All payments are exclusive of taxes; Client shall be responsible for any taxes levied on transactions under this Agreement, except for taxes based on Service Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work-in-progress and completed deliverables upon receipt of final payment.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, contractors, and advisors on a need-to-know basis, and (c) protect such information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables furnished under this Agreement for Client's internal business purposes. Service Provider retains ownership of its preexisting materials, methodologies, software tools, and intellectual property. To the extent any deliverable incorporates preexisting materials of Service Provider, Service Provider grants Client a license to use such preexisting materials only as embedded in the deliverable.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Remedies: Each party acknowledges that a breach of the confidentiality or intellectual property provisions may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or equity.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in accordance with the rules of the agreed arbitration forum, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed by the 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 written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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

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