Business Services Okonite

Business Services Okonite

This Business Services Agreement (the "Agreement") is made and entered into by and between Service Provider: and Client: . The parties agree as follows.

Recitals

WHEREAS, Service Provider is engaged in the business of providing commercial business services, including but not limited to consulting, project management, and technical support, as more particularly described in the Scope of Work below; and

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

WHEREAS, the parties desire that this Agreement take effect on the Effective Date shown below. Effective Date:

Scope of Work

Service Provider shall perform the services described in this Section (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Service Provider as follows.

Unpaid amounts shall bear interest at the rate set forth above or, if no rate is specified, at 1.5% per month (or the highest rate permitted by law, if lower). Client shall reimburse Service Provider for 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 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 for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") 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 business plans, technical data, pricing, customer lists, designs, methodologies, and trade secrets.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy Confidential Information upon request and certify destruction in writing. Remedies for breach of this Section shall include injunctive relief in addition to other available remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its affiliates and their respective officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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 either party may designate in writing. Notices shall be deemed given when delivered personally, on the date of receipt if sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail when sent by certified mail, return receipt requested.

Entire Agreement

This Agreement, including any exhibits or attachments incorporated by reference, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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