Business Services NITES

Business Services NITES

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting and nighttime operational support services under the trade name Business Services NITES and possesses the personnel, expertise, and equipment necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall exercise commercially reasonable efforts, in a professional manner, consistent with industry standards, and in accordance with the timelines agreed by the Parties.

Payment Terms

Client shall pay Service Provider in accordance with the terms set forth below. All fees are exclusive of taxes, and Client shall be responsible for any applicable sales, use, or other transaction taxes imposed by a governmental authority, except for taxes based on Service Provider's net income.

Service Provider shall submit invoices in accordance with the payment schedule. Client must notify Service Provider in writing of any disputed invoice items within seven (7) days of receipt; undisputed amounts remain payable in accordance with the invoice terms. Payments not received when due shall accrue interest at the rate specified in the Late Payment Fee above and Service Provider may suspend performance if amounts remain unpaid after ten (10) days' 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 material breach by the other Party if the breaching Party fails to cure such breach within Cure Period: days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical data, and project materials.

Each Party agrees: (a) to hold Confidential Information in strict confidence and not to disclose it to any third party except as permitted herein; (b) to use Confidential Information solely for the performance and administration of this Agreement; and (c) to take reasonable measures to protect the confidentiality of such information no less than the measures it uses to protect its own confidential information of a similar nature. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was known to the recipient prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the recipient without reference to the disclosing Party's Confidential Information.

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

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct, or a breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

Entire Agreement

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

Notices

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or as otherwise designated in writing by a Party. Notices shall be deemed given when delivered personally, sent by commercial overnight courier, or three (3) business days after being deposited with the postal service, postage prepaid, certified or registered mail, return receipt requested.

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