Business Services Saraco

Business Services Saraco

This Business Services Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: with an Effective Date of .

RECITALS

WHEREAS, Service Provider is in the business of providing consulting, administrative and operational support services to businesses, including but not limited to process improvement, financial reporting assistance, and client relationship management;

WHEREAS, Client desires to engage Service Provider to perform certain services on the terms set forth in this Agreement and Service Provider is willing to perform such services for the compensation and on the terms set forth herein; and

WHEREAS, the parties intend that the performance, confidentiality, compensation and allocation of risk arising from the engagement shall be governed by the terms of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of USD for the services described in this Agreement, payable in accordance with the schedule below.

Invoicing: Service Provider will submit invoices to Client in accordance with the payment schedule. Invoices are due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: Any unpaid amount shall accrue interest at a rate of % per month (or the highest lawful rate if lower), beginning after a grace period of days from the invoice due date.

Reimbursable Expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon submission of appropriate documentation.

TERM AND TERMINATION

Term: The term of this Agreement ("Term") shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party to the other 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, including business plans, financial information, customer lists and trade secrets.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information only to perform obligations or exercise rights under this Agreement. Each party shall take reasonable measures to protect Confidential Information at least as stringent as those it uses to protect its own confidential materials.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known through no fault of the receiving party, (ii) was rightfully in the receiving party's possession prior to receipt, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid order of a court or governmental body, provided the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or related to this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employer-employee, agency, joint venture, or partnership relationship between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or damages arising from its breach of this Agreement or its negligence or willful misconduct in performing its obligations hereunder.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules 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, understandings and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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