Business Services Saleh

BUSINESS SERVICES AGREEMENT — SALEH

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and related services; 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 is willing to perform such services for Client on those terms; and

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

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria, if any, shall be as set forth in the scope of work or in written task orders executed by both parties.

Payment Terms

Any amounts not paid within days of the invoice due date shall accrue interest at the lesser of (i) per month or (ii) per annum, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reasonable and documented expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form, whether marked confidential or not, including but not limited to business plans, customer lists, pricing, technical data and trade secrets. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) 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 contained herein; and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The obligations in this section shall survive termination of this Agreement for years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties agree that venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in the jurisdiction selected above.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits and written task orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the contact address set forth above or such other address as either party may specify in writing.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction provided the assignee assumes the assigning party's obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now