Business Services Regal WA

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES REGAL WA

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and administrative support and represents that it has the skill, experience and personnel required to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform certain services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations and other provisions governing the performance of the services.

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are payable in United States dollars and are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within days of invoice date. Amounts not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("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, pricing, customer lists, financial data and proprietary methodologies.

The Receiving Party shall (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email with confirmation of receipt.

Governing Law; Dispute Resolution

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 agree that exclusive jurisdiction for any dispute arising under or relating to this Agreement shall lie in the state and federal courts located within the chosen jurisdiction.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim 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 twelve (12) months preceding the claim. Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables or breach of this Agreement, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto and any written statements of work incorporated by reference, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency or joint venture relationship between them.

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