Business Services Novum

Business Services Novum

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, deliverable preparation, and project management; and

WHEREAS, Client desires to engage Service Provider to perform certain services, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to memorialize their rights and obligations with respect to the services to be performed and the fees to be paid.

Scope of Work

Service Provider shall perform the services described below. Deliverables, performance standards, and acceptance criteria shall be as set forth in this section.

Payment Terms

Client shall pay Service Provider compensation as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Late Payment: Any undisputed amount not paid within days after invoice due date shall accrue interest at the lesser of % per month or the maximum rate permitted by law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Effective Date:    End Date:

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 that is not cured within days after written notice of such breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by a disclosing party to a receiving party, whether in oral, written, electronic or other form, that is designated 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 business plans, financial information, trade secrets, customer information, and deliverables.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall be for so long as the information remains a trade secret under applicable law. Breach of this Section shall entitle the disclosing party to seek injunctive relief and any other remedies available at law or in equity.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent, or joint venture of Client. Service Provider shall be responsible for all taxes, withholdings, and other statutory obligations arising from compensation paid under this Agreement. Service Provider shall maintain commercially reasonable insurance as appropriate to the services performed.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If unresolved within thirty (30) days, the dispute may be submitted to binding arbitration in accordance with the applicable arbitration rules selected by the initiating party, unless the parties mutually agree to litigation.

Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, the aggregate liability of each party for all claims arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written communications, representations, and agreements. Any amendment or modification 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 in the Parties section or to such other address as a party may designate in writing. Notice is effective upon receipt.

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