Business Services RSPA

BUSINESS SERVICES RSPA

This Business Services RSPA ("Agreement") is entered into as of by and between Client Name: with principal address and Service Provider Name: , with principal address .

WHEREAS

WHEREAS, Client seeks to engage Service Provider to perform certain business services described herein, and Service Provider represents that it possesses the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client and the basis for compensation, termination, confidentiality, and allocation of risk.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables as set forth below. The parties may attach written statements of work that specify deliverables, acceptance criteria, timelines, and milestones. All such statements of work incorporated under this Agreement will be subject to the terms and conditions contained herein.

PAYMENT TERMS

In consideration for the performance of services, Client shall pay Service Provider in accordance with the following terms. All amounts are stated in the agreed currency and do not include applicable taxes unless expressly noted.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon providing the notice required above and paying for all services performed and expenses reasonably incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those contained herein.

The foregoing obligations do not apply to information that: (i) is or becomes generally known through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy. Upon termination of this Agreement, Receiving Party shall return or destroy all Confidential Information as requested by Disclosing Party.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice. Notices are effective upon receipt.

GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. The parties agree that the state and federal courts located within the chosen jurisdiction shall have exclusive venue for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached statements of work and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party has authority to bind the other. Any assignment of this Agreement without the prior written consent of the non-assigning party is void, except that Service Provider may assign this Agreement to a successor in connection with a merger or sale of substantially all of its assets. Sections that by their nature should survive termination shall survive.

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