Business Services Rehau

Business Services Rehau

This Business Services Agreement (the "Agreement") is entered into effective as of by and between Service Provider: , with principal place of business at (Service Provider), and Client: , with principal place of business at (Client).

WHEREAS

WHEREAS, Service Provider is engaged in providing business services including consulting, project management, systems integration and related professional services and possesses the experience and technical ability to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform certain services in connection with Client's business operations and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require a written change order signed by authorized representatives of both parties.

2. PAYMENT TERMS

As consideration for the services, Client shall pay Service Provider the fees set forth below in U.S. dollars. All payments are due in accordance with the payment schedule and subject to the terms set forth herein.

Select applicable schedule (one or more): Milestone payments Monthly retainer Upon completion

Service Provider shall invoice Client and Client shall pay invoices within days of receipt of a correct invoice. Late payments shall accrue interest as set forth below.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes imposed in connection with the services, except for taxes based on Service Provider's net income.

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 convenience upon prior written notice of days to the other party. Termination for material breach requires written notice and a cure period of days to cure the breach.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Sections regarding confidentiality, indemnification, limitation of liability and governing law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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 business plans, technical data, trade secrets, prototypes, financial information, and client lists.

Each party agrees (i) to maintain the Confidential Information of the other party in strict confidence using no less than reasonable care, (ii) not to use such Confidential Information except as necessary to perform obligations under this Agreement, and (iii) not to disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) was known to the receiving party prior to disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information. Upon written request, the receiving party shall return or destroy Confidential Information and certify its destruction.

5. INSURANCE & INDEPENDENT CONTRACTOR

Service Provider shall perform services as an independent contractor and not as an employee or agent of Client. Service Provider is responsible for payment of its own taxes and benefits. Service Provider shall maintain insurance customary for the services, including commercial general liability and professional liability insurance with limits appropriate to the engagement.

6. LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct or violation of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's breach of this Agreement or its 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 conflict of laws principles.

8. ENTIRE AGREEMENT

This Agreement, including any written change orders executed by authorized representatives of both 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 written or oral. No waiver, modification or amendment of any provision shall be effective unless in writing and signed by both parties.

9. NOTICES

Notices shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by notice in accordance with this Section.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that injunctive relief may be sought in addition to any other remedy. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business.

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