Business Services ReadySet

Business Services ReadySet Agreement

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: and Client: .

Whereas

WHEREAS, Service Provider has professional expertise and experience in providing business services including but not limited to strategy, operations, technology integration, and advisory services; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the terms of their engagement be reduced to writing and that this Agreement set forth the entire agreement between them with respect to the subject matter hereof.

1. Scope of Work

Service Provider shall provide the services described below (the Services). Service Provider shall perform the Services with reasonable skill, care and diligence in accordance with industry standards and the schedule set forth by the parties.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions specified. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed amounts must be raised in writing within ten (10) days of receipt of the invoice; the undisputed portion remains payable when due.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach. Termination does not relieve Client of the obligation to pay for Services performed and reasonable expenses incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, client lists, technical information, designs and trade secrets.

Each party shall: (a) protect the other party’s Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) not use Confidential Information of the other party for any purpose outside the scope of this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where such obligations survive as long as the information remains a trade secret under applicable law.

5. Independent Contractor; Subcontracting

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for payment of all compensation, benefits, taxes and withholdings for its employees and subcontractors. Service Provider may engage subcontractors provided that Service Provider remains fully responsible for performance under this Agreement.

6. Limitation of Liability and Indemnification

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the three (3) months preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's negligent use of deliverables, violation of law, or breach of this Agreement, except to the extent caused by Service Provider's gross negligence or willful misconduct.

7. 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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

9. Miscellaneous Provisions

If any provision of this Agreement is found invalid or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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