Business Services Puntel

Business Services Puntel

This Business Services Agreement ("Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Provider possesses expertise and experience in delivering business support, consulting and operational services, including but not limited to process optimization, technology implementation, and account management; and

WHEREAS, Client desires to retain Provider to perform certain business services described in this Agreement, and Provider agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, and other commercial terms governing the relationship between the parties.

Scope of Work

Provider shall perform the services set forth below and in any statement(s) of work executed by the parties. Provider will exercise commercially reasonable efforts to deliver services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider for services in accordance with the schedule and rates below. All fees are payable in United States dollars unless otherwise agreed in writing.

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of services. Provider shall submit receipts with invoices for such expenses. Applicable taxes are the responsibility of the party required to pay them by law.

Term and Termination

This Agreement commences on the Effective Date set forth above and, unless terminated earlier in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made by Provider in good faith.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Obligations under this Section survive termination for a period of three (3) years, or longer if required by applicable law for trade secrets.

Intellectual Property & Work Product

Unless otherwise agreed in a separate written instrument, Provider retains ownership of its pre-existing intellectual property, tools, methodologies and templates. Client shall own deliverables specifically commissioned and paid in full hereunder, subject to Provider’s retention of underlying methodologies, know-how, and general skills. Provider grants Client a non-exclusive, non-transferable license to use Provider-owned pre-existing materials included in deliverables solely for Client’s internal business purposes.

Indemnification & Limitation of Liability

Each party agrees to 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. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT. PROVIDER’S AGGREGATE LIABILITY FOR LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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 its assets. If any provision of this Agreement is held invalid, the remainder shall remain in full force. Notices shall be in writing and delivered to the addresses set forth above.

Representations

Each party represents that it has the authority to enter into this Agreement and that its performance will not violate any other agreement or law. Provider represents that it will perform services in a professional and workmanlike manner.

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