Business Services P3 Agreement

Business Services P3 Agreement

Parties

Recitals

WHEREAS, Client Name: seeks to engage Service Provider Name: to perform certain business services under the terms set forth herein; and

WHEREAS, Service Provider represents that it has the professional skill, experience, and resources necessary to perform the services described in this Agreement and is willing to perform such services in accordance with the terms and conditions set forth below; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope below is intended to define the core obligations and may be amended only by written change order signed by both parties.

Payment Terms

Client shall pay Service Provider as compensation for the services performed under this Agreement the amounts and according to the schedule set forth below.

All payments are due in cleared funds to Service Provider. Overdue amounts shall accrue interest at the rate specified above, compounded monthly, plus any reasonable costs of collection, including attorneys' fees. Taxes arising from payments under this Agreement shall be borne by the party required by applicable law; each party shall provide documentation reasonably necessary for the other party to satisfy tax withholding obligations.

Term and Termination

This Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given No. of Days: days. Either party may terminate immediately for material breach that remains uncured for a period of 30 days following written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use except in performance of its obligations under this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial or other information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes public other than through a breach of this Agreement; (b) is lawfully 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, regulation, or judicial order, provided the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit the disclosure.

The Receiving Party shall use at least reasonable care to protect the Disclosing Party's Confidential Information and shall not disclose such information to any third party except to employees, contractors and advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this section shall continue for Confidentiality Period (years): years following termination or expiration of this Agreement.

Representations; Independent Contractor

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Service Provider shall be responsible for all employment taxes and insurance for its personnel.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by its negligent acts, omissions or willful misconduct in connection with performance under this Agreement. Except for liability arising from gross negligence, willful misconduct or a breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) 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 any dispute arising under this Agreement through negotiation between senior representatives. If the parties are unable to resolve a dispute within 30 days, either party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be delivered to the addresses set forth above and shall be effective upon receipt.

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