Business Services PHILEX

Business Services PHILEX Agreement

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

RECITALS

WHEREAS, Service Provider represents that it maintains the expertise, personnel and resources necessary to perform business services described herein, and is duly authorized to provide such services in accordance with all applicable laws and professional standards;

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to those services.

1. SCOPE OF WORK

Service Provider shall provide the services, deliverables and related work product described below. Deliverables will be provided in accordance with any milestones or schedules set forth in this Agreement. Any material changes to the scope, schedule, or deliverables must be agreed in writing by authorized representatives of both parties.

2. PAYMENT TERMS

As full compensation for the services and deliverables, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions specified. All fees are exclusive of taxes unless otherwise stated. Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with performance.

Unless otherwise stated in the invoice, Client shall pay all undisputed invoices within days of receipt. Overdue amounts shall accrue interest at the lesser of (a) % per month compounded monthly, or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not timely paid.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (a) or becomes publicly available through no fault of the recipient; (b) rightfully obtained from a third party without restriction; (c) independently developed without use of the other party's Confidential Information; or (d) required to be disclosed by law or court order, provided the disclosing party gives prompt notice and cooperates in seeking protective measures.

Each party agrees to (i) use Confidential Information of the other party solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those hereunder, and (iii) take reasonable measures to protect the confidentiality of such information.

5. REPRESENTATIONS; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. INTELLECTUAL PROPERTY

Subject to Client's payment of all fees due hereunder, Service Provider hereby grants to Client a nonexclusive, royalty-free license to use deliverables delivered under this Agreement for Client's internal business purposes. Service Provider retains all right, title and interest in and to any preexisting intellectual property, tools, methodologies or know-how used or developed outside the scope of this Agreement. Any modifications or custom work specifically commissioned by Client and paid in full shall be considered work made for hire to the extent permitted by law; otherwise, Service Provider hereby assigns to Client all right, title and interest in such commissioned deliverables.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in said state for purposes of any action arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement 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 of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICE

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices are effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or 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 that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship.

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