Business Services SC-3

Business Services SC-3

Parties

WHEREAS

1. Service Provider represents that it has the experience, personnel, and capability to perform the business services described in this Agreement and is duly authorized to enter into this Agreement and perform the services hereunder.

2. Client desires to retain Service Provider to provide certain business services, and Service Provider agrees to provide such services subject to the terms and conditions set forth in this Agreement.

3. The parties wish to set forth the terms that will govern the provision of services, payment, confidentiality, and other obligations between them.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in accordance with the standards of care and professional skill customarily exercised by qualified providers performing similar services.

Payment Terms

Client shall pay Service Provider for services rendered as follows. Amounts due are exclusive of any taxes unless otherwise stated.

Invoices shall be issued by Service Provider and are payable within days of receipt, unless otherwise agreed in writing.

Late payments shall accrue interest at (or the maximum rate permitted by law), calculated monthly on any unpaid balance.

Client is responsible for all applicable sales, use, and similar taxes attributable to payments under this Agreement.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately for material breach by the other party that is not cured within 15 days after receipt of written notice specifying the breach. Termination shall not affect accrued rights or obligations of either party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for the purposes of performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the discloser's Confidential Information.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, for which obligations shall remain in effect as long as the information qualifies as a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Subject to Client's payment of all fees due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party's license terms.

Independent Contractor; Indemnity; Limitation of Liability

Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Each party shall be responsible for its own taxes and benefits.

Each party shall indemnify and hold harmless the other party from claims arising out of its gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from willful misconduct or indemnity obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses set forth above or to such other address as a party may designate by written notice to the other. Notices delivered by email must be followed by a hard copy if requested by the recipient.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law rules. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the governing jurisdiction unless otherwise agreed in writing.

Entire Agreement; Amendments

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

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' original intent.

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