Business Services Pre-Genius Agreement

Business Services Pre-Genius Agreement

This Business Services Pre-Genius Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider has the professional skills and expertise necessary to provide such services and is willing to provide those services under the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and payment therefor.

Effective Date

Effective Date:

Scope of Work

Provider will perform the services described below for Client in accordance with the terms of this Agreement. Provider shall perform services professionally, in a timely manner, and in compliance with all applicable laws and industry standards.

Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Provider the fees and on the schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments will accrue a late fee calculated as: on any unpaid balance beginning on the date payment is due and continuing until paid. Client will also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting past-due amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate this Agreement immediately for material breach by the other party if such breach is not cured within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition of Confidential Information: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, pricing, trade secrets, technical data, and work product.

Non-Disclosure and Use: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its affiliates, employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction. Disclosure required by law is permitted provided the receiving party gives prompt notice and limits the disclosure to the extent legally required.

Survival: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Limitations

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. Provider is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including compensation of its employees and contractors.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment; Severability

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision.

Notices

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Publicity: Neither party shall issue any public announcement regarding the existence of this Agreement or the services without the prior written consent of the other party, except that either party may disclose the other party's name in a general list of customers or vendors.

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