Business Services Riverchase

BUSINESS SERVICES RIVERCHASE

This Business Services Agreement (the Agreement) is entered into by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

Recitals

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

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of services effective as of: Effective Date:

Scope of Work

Service Provider shall perform the services described below. The parties agree that the scope may be amended only by written agreement signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider for the services set forth in the Scope of Work according to the terms below. All amounts are payable in lawful currency.

Service Provider will issue invoices in accordance with the schedule above. Payment is due within days of invoice receipt. Late payments shall accrue interest as set forth below.

Term and Termination

Term Commencement Date:     Term End Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may be effected immediately if the non‑breaching party provides written notice specifying the breach and the breaching party fails to cure within ten (10) days after receipt of notice, or such longer cure period as reasonably required.

Confidentiality

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it using no less than reasonable care. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Receiving Party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of Disclosing Party’s Confidential Information. Upon termination of this Agreement or upon written request, Receiving Party shall return or destroy Confidential Information and provide certification of such destruction if requested.

Independent Contractor; Taxes

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, or joint venture. Service Provider is responsible for all taxes, withholdings and other statutory obligations related to compensation paid to Service Provider.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE PRIOR SIX (6) MONTH PERIOD.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes the obligations of Service Provider hereunder.

Notices

All 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 a party may designate in writing. Notice is effective upon delivery by hand, courier, or three (3) days after deposit with a nationally recognized overnight carrier.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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