Business Services Raylo Agreement

Business Services Raylo Agreement

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: with principal address , and Client Name: with principal address .

Recitals

WHEREAS, Service Provider possesses expertise and capacity to perform the business services described herein and desires to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider to render business services to support Client's operations and the parties desire to set forth the terms governing the provision and payment for those services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall be documented in a written amendment signed by both parties.

Payment Terms

Invoices will be delivered to Client in accordance with the Payment Schedule. Unless otherwise specified in an invoice, Client shall pay each invoice within days of receipt.

Unpaid amounts shall accrue interest at a rate of per month (or the maximum lawful rate if lower). In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in the collection of overdue amounts.

Term and Termination

Term Start Date: . Term End Date: .

This Agreement shall commence on the Term Start Date and continue until the Term End Date unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon written notice 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 receiving written notice specifying the nature of the breach. Termination shall not release Client from paying for services rendered through the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the performance of this Agreement, (ii) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) take reasonable measures to protect the Confidential Information from unauthorized disclosure. The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes and withholdings related to its personnel. Service Provider shall maintain commercially reasonable insurance coverage for the performance of the services and, upon request, provide evidence of such insurance to Client.

Indemnification and Limitation of Liability

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

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS 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 conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Headings are for reference only and do not affect interpretation. The parties acknowledge that they have had the opportunity to review this Agreement with counsel.

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