Business Services SC

Business Services SC

This Business Services Agreement (the "Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management and operational support, and has the experience and personnel required to perform the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to provide such services and Service Provider agrees to provide those services on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of information exchanged in connection with the services.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards and the specific duties set forth by the parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and reimburse expenses as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed amounts not paid within thirty (30) days of the invoice due date shall accrue interest at the rate set forth in the Late Payment Fee field above or, if no rate is specified, at the lesser of 1.5% per month or the maximum permitted by applicable law. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for amounts past due.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations that expressly survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, customer lists, pricing, and technical data.

Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to third parties except to those employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (ii) was in Recipient's lawful possession prior to receipt from Discloser as shown by written records; (iii) is received by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years from the date of disclosure, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives of each party. If the dispute is not resolved through negotiation within sixty (60) days, either party may pursue any remedy available at law or in equity.

Miscellaneous

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for employment taxes, benefits, and insurance for its personnel.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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