Business Services SCA

Business Services SCA

This Business Services SCA (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Client desires to procure certain business services from Service Provider, and Service Provider represents that it has the experience, personnel, and resources to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will pay for such services;

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

Scope of Work

Service Provider shall provide the business services described below. The description sets the minimum required deliverables and performance standards. Any material change to the scope must be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider in accordance with the amounts and schedule set forth below. All amounts are stated in the applicable currency and exclude any applicable taxes unless otherwise specified.

Amounts not paid within days after the invoice due date shall accrue interest at per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Either party may terminate for convenience upon the notice period provided above, subject to payment for services performed through the effective date of termination and reimbursement of any non-cancellable commitments properly incurred by Service Provider.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, customer data, technical data, and trade secrets.

Recipient shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as Recipient uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section do not apply to information that: (i) is or becomes publicly known through no breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser’s reasonable efforts to seek protective measures.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or indirect damages. The aggregate liability of either party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement

This Agreement, including all exhibits and 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 understandings, agreements, representations, and warranties, whether written or oral. Any modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Service Provider shall be responsible for all taxes and benefits for its personnel.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by each party. A party may change its contact information by written notice to the other party.

Audit and Records

Service Provider shall retain records sufficient to demonstrate compliance with the terms of this Agreement for a period of three (3) years following termination or expiration. Client may, upon reasonable notice and during normal business hours, inspect such records to the extent necessary to verify fees and performance.

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