Business Services ROGGE

Business Services ROGGE

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including consultancy, operations support, and process implementation; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained 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 be subject to a written change order signed by both parties.

2. Payment Terms

Invoices shall be submitted in accordance with the payment schedule above. Client shall pay each undisputed invoice within days of receipt.

Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower) and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for more than days after written notice of the breach.

Upon termination, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments reasonably made by Service Provider.

4. 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 under the circumstances. Confidential Information includes, without limitation, business plans, financial information, customer data, trade secrets, and technical information.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as the Receiving Party uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to Receiving Party prior to disclosure; or (iv) is independently developed by Receiving Party without use of Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or valid order of a governmental body, provided the Receiving Party promptly notifies the Disclosing Party (to the extent legally permitted) and cooperates in any efforts to obtain confidential treatment.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in and to any pre-existing intellectual property and methodologies used in performing the services. Client shall receive a non-exclusive, non-transferable license to use deliverables provided as part of the services solely for Client's internal business purposes. Any custom deliverables specifically identified in the scope that are agreed to be transferred to Client shall be transferred upon full payment.

6. Warranties; Limitation of Liability

Service Provider warrants that it will perform the services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

8. Entire Agreement; Amendments

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

9. Notices

10. Miscellaneous

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

The parties agree that electronic signatures and delivery by electronic transmission shall have the same force and effect as original signatures.

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