Business Services One-Stop Agreement

Business Services One-Stop Agreement

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing a suite of business services, including but not limited to consulting, operational support, and technology facilitation, and possesses the personnel, expertise, equipment and resources necessary to perform such services on the terms set forth herein; and

WHEREAS, Client desires to procure one-stop business services from Service Provider for the purpose of improving Client operations and obtaining integrated support as described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Parties' Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below, in accordance with the standards of care and skill ordinarily exercised by professionals performing similar services and as further detailed in this Agreement.

Payment Terms

In consideration for the services provided, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider and are due within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest as provided below.

Service Provider may suspend performance for non-payment after providing ten (10) days' written notice to Client. Client shall remain responsible for all fees incurred through suspension and any costs reasonably incurred to effectuate collection.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing no less than days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform under this Agreement or as required by law. "Confidential Information" means non-public business, technical, financial, or customer information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential. The Receiving Party shall 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 (a) becomes publicly available through no breach by the Receiving Party, (b) is rightfully received from a third party without confidentiality obligations, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such destruction upon request.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in accordance with commercially reasonable arbitration procedures.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, 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

The relationship of the parties is that of independent contractors. Neither party shall have authority to bind the other except as expressly provided. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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