Business Services OMG

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES OMG

This Business Services Agreement (the Agreement) is made and entered into as of between:

Service Provider Name: , with principal place of business at (Service Provider);

Client Name: , with principal place of business at (Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, project management, and operational support (the Services); and

WHEREAS, Client desires to engage Service Provider to perform the Services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such Services to Client pursuant to this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards:

2. PAYMENT TERMS

In consideration for providing the Services, Client shall pay Service Provider the fees set forth in this Section. All fees are payable in United States dollars unless otherwise agreed in writing.

Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise specified, amounts invoiced shall be due and payable within thirty (30) days of invoice date. Client agrees to pay all undisputed amounts when due. Any disputed amounts shall be raised in good faith and resolved promptly.

Late payments shall accrue interest at the rate specified above or, if no rate is specified, at one percent (1%) per month (or the maximum lawful rate, if lower). Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing the other party written notice at least the number of days specified above. Either party may terminate immediately for material breach that remains uncured for a period of fourteen (14) days after written notice of such breach, or immediately upon insolvency, bankruptcy filing, or appointment of a receiver for the other party.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public, proprietary, or confidential information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, or in writing, including business plans, financial information, customer lists, trade secrets, methodologies, software, and technical data.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who need such information to perform the Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided the Receiving Party uses reasonable efforts to give the Disclosing Party prior notice and to limit the disclosure.

5. LIABILITY; INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of the Indemnifying Party’s negligent or willful acts or omissions in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement (including any exhibits and attachments hereto) 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 or modification of this Agreement must be in writing and signed by both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing, and shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

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