Business Services SD Agreement

BUSINESS SERVICES SD AGREEMENT

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

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires certain business services described herein, and Provider has the experience, personnel, and capability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend to define the scope, deliverables, payment terms, and other obligations with respect to Provider’s performance of the services.

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

1. SCOPE OF WORK

Provider shall provide the services and deliverables described below. Provider shall perform services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Provider the fees and reimburse reasonable expenses as set forth below.

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

All amounts are exclusive of taxes. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, provided that Provider supplies appropriate documentation.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all information disclosed by the other party (the "Disclosing Party") marked or identified as confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information excludes information that: (a) was lawfully in the Receiving Party’s possession prior to disclosure; (b) becomes public through no fault of the Receiving Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall disclose such Confidential Information only to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The confidentiality obligations shall survive termination of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and tools. Client shall own deliverables specifically commissioned under this Agreement upon full payment to Provider, subject to Provider’s retained rights in its pre-existing materials and general know-how. Each party represents it has the right to grant the rights it purports to grant herein.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Provider shall indemnify and hold harmless Client from third-party claims arising from Provider’s gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from third-party claims arising from Client’s use of the deliverables beyond the scope of this Agreement.

EXCEPT FOR WILLFUL MISCONDUCT OR A PARTY’S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State 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 state for any action arising out of this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral, relating to the subject matter hereof. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

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