Business Services Raptor

BUSINESS SERVICES RAPTOR AGREEMENT

This Business Services Raptor Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and capability to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including scope, payment, confidentiality, and remedies for breach.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Fees as set forth below. All amounts are in US dollars unless otherwise stated.

Late payments shall accrue interest at the rate of on the unpaid balance, compounded monthly, and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until 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 no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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 includes, without limitation, business plans, financial data, customer lists, pricing, trade secrets, and technical information.

The Receiving Party shall (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The Receiving Party's obligations do not extend to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy Confidential Information as directed by the Disclosing Party and certify such return or destruction. Breach of this confidentiality provision will cause irreparable harm for which monetary damages may be inadequate; accordingly, the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY UNDER THE INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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 specified above, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any written exhibits, attachments, or statements of work executed by the parties, 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 must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and will be effective upon receipt.

MISCELLANEOUS PROVISIONS

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, or employment relationship.

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