Business Services Salida

BUSINESS SERVICES SALIDA

This Business Services Agreement ("Agreement") is entered into as of . Service Provider: , Address: ; Client Name: , Client Address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, implementation, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

Service Provider shall perform the services set forth above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require a written amendment signed by both parties.

2. PAYMENT TERMS

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all reasonable collection costs and attorneys' fees. Late fee (if flat fee): or Late fee percentage: % per month.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach upon ten (10) days' written notice if such breach is not cured within that period.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall protect the disclosing party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care, and shall not disclose such Confidential Information to any third party except as required by law or to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and tools used in providing the Services. Work product specifically prepared for Client under this Agreement shall be the sole property of Client upon full payment of all amounts due, except that Service Provider may retain copies for its records and internal use. Any license granted to Client is nonexclusive, worldwide, and limited to use in connection with Client's internal business operations.

6. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and is not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from the compensation paid to Service Provider.

7. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and signed amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets provided that the assignee assumes the assigning party's obligations hereunder.

Sign Now