Business Services QQS

Business Services QQS

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

RECITALS

WHEREAS, Client retains the Service Provider to perform certain business services as set forth herein, and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations, and other terms governing the provision of those services;

WHEREAS, the parties intend for this Agreement to constitute a complete and binding statement of their rights and obligations with respect to the services described below.

SCOPE OF WORK

Service Provider shall perform the services described below. Unless otherwise agreed in writing, Service Provider shall supply all labor, materials, equipment, and supervision necessary to complete the services in a professional and workmanlike manner.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall incur interest at the rate of % per month (or the maximum lawful rate, if lower), computed monthly on the outstanding balance from the due date until paid. Client shall also reimburse Service Provider for all reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this section.

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 immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other 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 excludes information that is (a) already known to the recipient without confidentiality obligations, (b) becomes publicly known other than through breach of this Agreement, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the recipient without use of Confidential Information.

The recipient shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are subject to confidentiality obligations no less protective than those hereunder.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, agency, or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations related to the provision of the services.

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

LIMITATION OF LIABILITY

Except for damages resulting from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement 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 choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

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