Business Services Profile

BUSINESS SERVICES PROFILE AND SERVICES AGREEMENT

Parties and Contact Information

Service Provider:    Business Type: Corporation LLC Individual

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including but not limited to consulting, advisory, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Business Services Profile and Services Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this document to record the parties' business profile, scope of services to be provided, and the contractual terms governing the provision of those services.

Scope of Work

Consulting Marketing & Communications IT & Systems Human Resources Accounting & Finance Other:

Payment Terms

Contracted Fee:    Deposit (if any):

Invoices are due within days of invoice date. Late payments will accrue interest at or the maximum permitted by law, whichever is lower. Client is responsible for all reasonable collection costs for delinquent amounts.

Term and Termination

Effective Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of days following written notice of the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

The parties acknowledge that in connection with the performance of services they may disclose or receive Confidential Information. "Confidential Information" means nonpublic information of commercial value relating to a disclosing party's business, including but not limited to trade secrets, pricing, customer lists, business plans and technical data. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except employees or contractors who need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for performance of this Agreement. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, or which is rightfully obtained from a third party without restriction. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify such return or destruction in writing.

Intellectual Property; Work Product

Unless otherwise agreed in writing, all original work product created by Service Provider specifically for Client under this Agreement that is paid in full ("Work Product") will be the exclusive property of Client. Service Provider retains ownership of its preexisting tools, templates, methodologies and trade secrets. To the extent Service Provider incorporates its preexisting materials into Work Product, Service Provider grants Client a nonexclusive, perpetual, royalty-free license to use such incorporated materials solely as part of the Work Product. Each party represents and warrants that it has the right to grant the rights and licenses it grants hereunder.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement, and if unable to resolve by negotiation, to submit the dispute to mediation prior to initiating litigation. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

Entire Agreement; Amendments

This Agreement, together with any attachments and accepted statements of work, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment

By executing below, the individuals signing this Business Services Profile and Services Agreement represent and warrant that they are authorized to bind the respective party they represent and that the information provided in this Profile is true, accurate and complete to the best of their knowledge. Each party agrees to perform its obligations in accordance with the terms set forth herein.

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