Business Services S Piker

Business Services S Piker

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

RECITALS

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

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement on the terms and subject to the conditions set forth herein; and

WHEREAS, the parties intend that the services be provided in a timely and professional manner and that compensation be paid in accordance with the Payment Terms set forth below.

SCOPE OF WORK

Service Provider shall perform the services and deliverables as described below. The description below constitutes the primary scope; any additional services shall be subject to written change order and additional compensation.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following terms. All amounts are in the currency indicated in the invoice unless otherwise agreed in writing.

Invoices shall be sent to Client and are due within days of receipt unless otherwise specified in the Payment Schedule. Late payments shall accrue interest at the lesser of the following rates: a monthly rate of per month or a flat fee of .

Client shall reimburse Service Provider for reasonable, pre-approved expenses incurred in connection with performance of services. Reimbursement requires submission of receipts and shall be paid within the invoice_due_days specified above.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated, continues until End Date: .

Termination: Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for cause upon material breach by the other party if the breach remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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.

Obligation: Receiving Party shall (i) maintain Confidential Information in strict confidence, (ii) not use Confidential Information other than to perform its obligations under this Agreement, 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 at least as protective as those contained herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by Receiving Party without use of Confidential Information, or (d) is required to be disclosed by law or valid legal process, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party's efforts to seek appropriate protective measures.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

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. The parties agree that exclusive jurisdiction for any dispute arising under this Agreement shall be the state or federal courts located within that State.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: Neither party may assign its rights or obligations under 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 sale of substantially all of its business or assets.

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