Business Services Ryerson Agreement

BUSINESS SERVICES RYERSON AGREEMENT

This Business Services Ryerson Agreement ("Agreement") is entered into as of by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Service Provider has expertise and experience in providing business services, including but not limited to consulting, operations support, and project management, and is willing to provide such services to Client in accordance with the terms of this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider is willing to perform such services under the terms set forth herein;

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

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. The scope may be adjusted only by a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses as set forth below. All amounts are stated in the currency indicated in the invoice.

Invoices are due and payable within days of invoice date. Past due amounts shall accrue interest at the rate of percent per month (or the maximum allowed by law), and Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider in collecting delinquent amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date 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 cause if the other party materially breaches its obligations and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with this Agreement, whether marked confidential or not, including business plans, financial data, software, client lists, and trade secrets. Recipient shall (i) use Confidential Information solely for the performance of this Agreement, (ii) 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, and (iii) 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 confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was rightfully in Recipient's possession prior to disclosure by Discloser, or (c) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may make disclosures required by law or regulation, provided Recipient gives Discloser prompt written notice of the compelled disclosure and cooperates in any lawful effort to limit disclosure.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency or partnership relationship between the parties. Each party shall be responsible for its own taxes and benefits.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorney fees) arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider may engage subcontractors to perform portions of the services provided that Service Provider remains responsible for performance of such services under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments 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. Any modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate by notice in accordance with this section. Notice shall be effective upon delivery if delivered personally, by nationally recognized courier, or by confirmed electronic transmission.

Sign Now