Business Services PSIC

BUSINESS SERVICES PSIC

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider represents that it has the skill, competence and resources to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide professional services, deliverables and associated consulting services, pursuant to the scope described below.

WHEREAS, the parties intend that Service Provider is engaged as an independent contractor and not as an employee of Client and that this Agreement defines the parties' respective rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Invoices shall be submitted to Client and paid within days of receipt. All payments are due in US dollars unless otherwise agreed in writing.

Late payment shall accrue interest at the greater of (i) % per month, or (ii) flat late fee per late invoice.

Reimbursable expenses must be pre-approved in writing. Reimbursable expenses will be invoiced separately and supported by receipts. Approval required:

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the 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 that remains uncured for 15 days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, subject to Client's right to set off amounts for unperformed or nonconforming work.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) 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"). Recipient will not use Confidential Information except to perform its obligations under this Agreement and will protect it using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) was rightfully known by Recipient prior to disclosure; (ii) is or becomes generally known to the public without breach of this Agreement; (iii) is obtained by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information as required by law, provided it gives Discloser prompt notice and cooperates in any lawful effort to limit such disclosure.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they are trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's compliance with reasonable cooperation and notice requirements.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total amount paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

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

Independent Contractor: Service Provider shall perform services as an independent contractor and is responsible for all taxes, withholdings and other statutory obligations. Client will not control the manner or means of Service Provider's performance except as expressly set forth in this Agreement.

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