Business Services RRPPMC

Business Services RRPPMC

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, including project management, consulting, reporting and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform such services and Service Provider agrees to perform the 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:

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties may append technical exhibits or statements of work as necessary, which shall be incorporated into this Agreement when executed by both parties.

PAYMENT TERMS

In consideration for Services performed under this Agreement, Client shall pay Service Provider as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days after the date due, Client shall pay a late charge equal to per month (or the maximum permitted by law, if less), together with all costs of collection, including reasonable attorneys' fees.

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 written notice to the other party delivered not less than days prior to the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party, whether disclosed orally or in writing, 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, but is not limited to, business plans, financial information, customer lists, technical data and trade secrets.

The receiving party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. If the receiving party is required by law or order of a court or government agency to disclose Confidential Information, the receiving party shall promptly notify the disclosing party and cooperate in any effort to limit the disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state chosen by the parties. The parties expressly agree that the courts located in the chosen jurisdiction shall have exclusive venue for any action arising under this Agreement unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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