Business Services Roberts

Business Services Roberts — General Business Services Agreement

This General Business Services Agreement ("Agreement") is entered into by and between Service Provider Name: and Client Name: . The effective date of this Agreement is Effective Date: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and related deliverables; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below and deliver the deliverables specified. Service Provider shall perform services in a professional manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Fees are exclusive of taxes unless otherwise stated.

All payments are due in the currency specified in the invoice. Client shall reimburse reasonable and documented out-of-pocket expenses pre-approved in writing. Overdue amounts shall accrue interest at the rate specified above and Service Provider may suspend performance for nonpayment after providing written notice and a ten (10) day opportunity to cure.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least Notice Period (days): days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured ten (10) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred up to the effective date of termination. Return or certified destruction of Confidential Information shall be completed as set forth in Section 6.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose 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 restrictive than those herein.

The obligations in this section do not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the recipient prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law shall be made only after notice to the disclosing party to allow for protective measures.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Service Provider retains ownership of pre-existing materials, methodologies, tools and know-how. To the extent Client provides materials to Service Provider, Client represents and warrants it has the necessary rights to provide such materials and to authorize their use by Service Provider.

6. Representations, Warranty and Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for breaches of confidentiality or gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim. Neither party shall be liable for consequential or punitive damages.

7. Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Service Provider is responsible for all taxes and employment obligations for its personnel. Service Provider shall maintain commercially reasonable insurance coverage where applicable.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates by written notice.

9. Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

10. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments 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 modification must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The parties shall execute such further instruments and take such further actions as may be reasonably necessary to effectuate the provisions of this Agreement.

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