Business Services Omnia

Business Services Omnia

Parties

Recitals

WHEREAS, Service Provider Name: is engaged in the business of providing specialized business services and possesses the experience, personnel, and infrastructure necessary to perform the services described herein; and

WHEREAS, Client Name: desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall provide the services to Client as described in the Scope of Work below. The scope may include deliverables, milestones, and specific tasks. Any material changes to the scope shall require a written amendment signed by both parties.

Payment Terms

In consideration for the services performed under this Agreement, Client shall pay Service Provider the fees and expenses set forth below. Unless otherwise expressly provided, all fees are due in United States dollars and are exclusive of applicable taxes.

All undisputed invoices are payable within days of invoice date. Disputes to any portion of an invoice must be submitted in writing within days; failure to timely dispute constitutes acceptance of the billed amounts.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to Receiving Party prior to disclosure; (iii) is received from a third party without breach of an obligation; or (iv) is independently developed by Receiving Party without use of Confidential Information.

Indemnification and Limitation of Liability

Each party (Indemnifying Party) shall defend, indemnify and hold harmless the other party (Indemnified Party) from and against third-party claims arising from Indemnifying Party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from willful misconduct or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, special, punitive or incidental damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

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 of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto and any written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency. Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

Signatures

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