Business Services Peercy

BUSINESS SERVICES PEERCY

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: , Service Provider Address: ; and Client Name: , Client Address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, project management, and operational support, and has the experience and capability to perform the services described below; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for the compensation and on the terms set forth herein.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The parties may attach additional statements of work executed by both parties that will become part of this Agreement.

PAYMENT TERMS

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

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice of Notice Period: days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, (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.

Each receiving party will (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

DELIVERABLES AND ACCEPTANCE

Deliverables will be deemed accepted if Client does not provide a written rejection specifying reasons for rejection within Acceptance Period: days after delivery. If rejected, Service Provider will have a commercially reasonable opportunity to cure the deficiencies.

INDEMNIFICATION

Each party will indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party will provide prompt notice of any claim and cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties will first attempt to resolve disputes in good faith through negotiation; if unresolved, disputes will be resolved in the state or federal courts located in the county where Client's principal place of business is located.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, the remaining provisions will 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 in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

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