Business Services Raby

BUSINESS SERVICES RABY

This Business Services Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business development, advisory, and operational services tailored to small and medium enterprises; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the services be provided pursuant to the scope, payment terms, confidentiality, and other provisions set forth below.

SCOPE OF WORK

Service Provider shall perform the services described above with commercially reasonable care, skill, and diligence. Service Provider shall provide periodic written or electronic reports of progress as reasonably requested by Client and shall comply with Client policies applicable to the provision of services when previously disclosed in writing.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the Payment Schedule. Unless otherwise stated, invoices are due within days from the date of invoice. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

All payments for reimbursable expenses must be supported by reasonable documentation. If Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion and the parties shall promptly attempt in good faith to resolve the dispute.

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 providing the other party with written notice 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 describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any reasonable wind-down costs incurred by Service Provider to conclude services.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees to: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations.

Confidential obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain confidential for so long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall own deliverables created specifically for Client under this Agreement upon full payment, provided that Service Provider may retain and use non-identifying templates, concepts, tools, and know-how developed in the course of performing the services.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification shall be effective 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 party, except that Service Provider may assign this Agreement in connection with the sale of substantially all of its assets or a merger. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.

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