Business Services Rlopds

BUSINESS SERVICES RLOPDS

This Business Services Rlopds (the Agreement) is entered into as of (Effective Date), by and between (Client) and (Provider).

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services and deliverables described in this Agreement, and Provider has represented that it has the experience, personnel, and resources to perform such services in accordance with the terms set forth herein.

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality obligations, and other commercial terms applicable to the relationship between the parties.

WHEREAS, the parties agree that certain proprietary information and business processes may be exchanged and shall be protected as set forth below.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider will perform such services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws.

PAYMENT TERMS

Client shall pay Provider for services as set forth below. All amounts are expressed in lawful currency. Unless otherwise agreed, payments are non-refundable and due in accordance with the schedule in this Agreement.

Late payments not received within days of the invoice due date shall accrue interest at the lesser of (i) per month or (ii) flat fee per late installment. Provider may suspend services for invoices overdue by more than the stated grace period after providing written notice to Client.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, 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, financial data, customer lists, technical information, and trade secrets.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

NOTICE ADDRESSES

Notices required or permitted under this Agreement shall be in writing and delivered to the contact information below for each party. Notices delivered by email must be followed by a copy sent by certified mail or courier if requested by the recipient.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and general methodologies. Subject to Client's timely payment in full of all fees, Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any transfer or sublicensing requires Provider's prior written consent and may be subject to additional fees.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability arising from or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the preceding twelve (12) months.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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