Business Services Platonas

BUSINESS SERVICES PLATONAS

Parties

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name:

and Client Name:

Recitals

WHEREAS, Provider is engaged in the business of providing business consulting, advisory and implementation services, including but not limited to operational reviews, process design and project management (the "Services"); and

WHEREAS, Client desires to engage Provider to perform certain Services for the benefit of Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Services to be provided to Client by Provider.

Scope of Work

Provider will perform the Services described below. Provider shall use commercially reasonable efforts, qualified personnel and industry standard practices in performing the Services. Any material change to the Scope of Work requires prior written authorization from Client and may be subject to additional fees.

Payment Terms

Client shall pay Provider the fees for the Services as follows.

Invoices are due within days from the invoice date. Unpaid amounts past due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

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 that remains uncured for 30 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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, customer lists, trade secrets, and technical data.

Each party agrees: (i) to use Confidential Information solely to perform its obligations under this Agreement; (ii) to limit access to Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (iii) to protect Confidential Information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for , except that obligations with respect to trade secrets shall survive for as long as the information remains a trade secret under applicable law. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (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 or valid court order, provided the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that exclusive venue for any dispute arising out of or in connection with this Agreement shall be in the courts located in that jurisdiction, unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intentions to the greatest extent possible.

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