Business Services SCIT

Business Services SCIT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services relating to supply-chain, compliance, implementation and technology ("SCIT") and possesses the experience and capability to provide such services; and

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

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

SCOPE OF WORK

Service Provider shall perform the services described below and any ancillary tasks reasonably required to complete such services in a professional and workmanlike manner consistent with prevailing industry standards.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider as follows:

All amounts payable hereunder are exclusive of taxes, duties and other governmental charges, which shall be the responsibility of the party required by applicable law to pay such taxes unless otherwise agreed in writing. Invoices not disputed in good faith within ten (10) business days shall be deemed accepted.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

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. Either party may also terminate for insolvency, assignment for the benefit of creditors, or appointment of a receiver. Termination shall not relieve Client of the obligation to pay for Services performed and expenses reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that, by its nature, should reasonably be understood to be confidential.

Receiving Party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound to protect such information consistent with this Agreement.

Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was in the Receiving Party's legitimate possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon request, Receiving Party shall return or destroy Confidential Information and certify such destruction.

The parties acknowledge that monetary damages may be insufficient remedy for unauthorized disclosure and agree that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise expressly agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Client shall receive a perpetual, non-exclusive license to use Deliverables created specifically for Client under this Agreement, conditioned upon full payment of all amounts due. Deliverables that incorporate Service Provider confidential information or proprietary methodologies remain subject to the confidentiality and license restrictions herein.

WARRANTIES, LIMITATION OF LIABILITY

Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all attachments and statements of work executed hereunder) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Each party shall comply with applicable laws and regulations in performing its obligations.

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