Business Services NY

BUSINESS SERVICES AGREEMENT — NEW YORK

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: , with principal address , and Client: , with principal address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, advisory, and project implementation services within the State of New York; and

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

WHEREAS, the parties intend for this Agreement to set forth the complete terms of their relationship with respect to the engagement described herein.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The services shall be performed in a professional and workmanlike manner and in accordance with applicable industry standards.

PAYMENT TERMS

In consideration for the performance of the services described in this Agreement, Client shall pay Service Provider the fees and expenses as set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices will be rendered by Service Provider in accordance with the payment schedule. Amounts invoiced are due and payable within days of Client's receipt of invoice.

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if less), plus any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence 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 at least days prior to the effective date of termination. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive confidential and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall (i) use confidential information solely for the performance or receipt of services under this Agreement, (ii) restrict disclosure of confidential information to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose confidential information to any third party without the Disclosing Party's prior written consent. Confidential information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, that was rightfully in the Receiving Party's possession prior to receipt, or that is independently developed without use of the Disclosing Party's confidential information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables and work product created specifically for Client under this Agreement ("Work Product") shall be deemed works for hire and ownership of such Work Product shall vest in Client upon full payment of all fees due. Service Provider shall retain ownership of any pre-existing intellectual property and methodologies; Service Provider grants Client a nonexclusive, perpetual license to use such pre-existing materials only to the extent incorporated into the Work Product.

INDEPENDENT CONTRACTOR; INSURANCE; TAXES

Service Provider performs services as an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture, or partnership. Service Provider shall be responsible for all federal, state and local taxes, and shall maintain any required insurance coverages.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR OWING UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, schedules and 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, understandings and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement (or to such other address as either party may designate by notice to the other). Notices shall be deemed given upon personal delivery, upon confirmed electronic delivery, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

ADDITIONAL PROVISIONS

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