Business Services PCV6

Business Services PCV6

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

Recitals

WHEREAS, Provider is duly engaged in the business of providing professional business services, including but not limited to advisory, implementation, and operational support described in this Agreement; Provider's primary business description:

WHEREAS, Client desires to engage Provider to perform certain services and deliverables pursuant to the terms set forth herein, and Provider is willing to provide such services on the terms and conditions contained in this Agreement.

WHEREAS, the parties intend for this Agreement to govern the parties' rights and obligations with respect to the services and related deliverables, including payment, confidentiality, term and termination, and dispute resolution.

Parties' Contact and Notice Information

Scope of Work

Provider shall perform the services and deliverables as set forth below. Provider will exercise commercially reasonable efforts, consistent with industry standards, to perform the services in a timely and professional manner.

Payment Terms

Client shall pay Provider for services rendered as follows. Fees are exclusive of taxes unless otherwise stated.

All amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

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 written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall be entitled to payment for all services performed and expenses incurred through the effective date of termination and to the extent applicable, any non‑cancellable commitments made in connection with the performance of services. Each party shall return or destroy Confidential Information of the other in accordance with the Confidentiality section.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, customer lists, and technical information.

The receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence and use at least the same degree of care to protect such Confidential Information as it uses with its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors with a strict need to know who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was already known to the receiving party without obligation of confidentiality prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If resolution cannot be reached within thirty (30) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in accordance with the arbitration rules selected by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Independent Contractor; Assignment

Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, agency, or joint venture relationship between the parties. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets or business.

Representations; Warranties; Remedies

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this Agreement, neither party makes any other warranties, express or implied. The parties acknowledge that monetary damages may be insufficient remedy for breach of confidentiality and that injunctive relief may be appropriate.

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 hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. The parties shall execute such further documents and take such further actions as may be necessary to carry out the intent of this Agreement.

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