Business Services Omoruyi

BUSINESS SERVICES OMORUYI

This Business Services Agreement (Agreement) is entered into as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including but not limited to advisory, operational support and project implementation, and represents that it has the expertise, personnel and resources necessary to perform the services described below;

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

WHEREAS, the parties intend for this Agreement to set forth their entire understanding with respect to the scope, compensation and other material terms governing the relationship between the parties.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially alters the nature, cost or schedule of services shall be documented in a written change order signed by both parties and shall become part of this Agreement.

2. PAYMENT TERMS

Fixed fee    Hourly rate

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Overdue amounts shall accrue interest at a rate of percent per month or the maximum permitted by law, whichever is less.

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in the performance of services, provided such expenses are documented with receipts.

3. TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. 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 describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver all work-in-progress to Client.

4. CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party (Disclosing Party) disclosed in connection with this Agreement, except as expressly permitted herein. Confidential information includes business plans, technical data, pricing, trade secrets and other non-public information designated as confidential or that a reasonable person would understand to be confidential.

The obligations of confidentiality shall not apply to information that: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (d) is required to be disclosed by law or a valid order of a court or governmental authority, provided the Receiving Party provides prompt notice to the Disclosing Party to allow it to seek protective relief.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's confidential materials, at the Disclosing Party's election. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, insurance and other obligations arising from its provision of services.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for breach of the confidentiality obligations, in no event shall either party be liable to the other for indirect, incidental, consequential, special or punitive damages. The aggregate liability of a party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that state.

8. ENTIRE AGREEMENT

This Agreement, including any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, representations and communications, whether written or oral. Any amendment or modification to 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 shall be delivered by hand, certified mail (return receipt requested) or courier to the contact information for each party set forth below or such other address as a party may designate by notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that the non-breaching party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies.

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