Business Services SDI

BUSINESS SERVICES SDI

This Business Services SDI (the Agreement) is entered into by and between Service Provider: and Client Name: . Effective Date: .

WHEREAS

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with prevailing industry standards;

WHEREAS, Client desires to retain Service Provider to perform certain business services on the terms and conditions set forth in this Agreement and Service Provider agrees to provide such services pursuant to the terms herein; and

WHEREAS, the parties intend that this Agreement set forth the exclusive terms of their understanding with respect to the scope of services, compensation, confidentiality, and related matters.

SCOPE OF WORK

Service Provider shall perform the services described above (Services) using qualified personnel and shall provide regular status reports upon Client's reasonable request. Any material change to the Scope of Work shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of invoice date. Service Provider shall submit itemized invoices that identify services rendered, dates of performance, and any pre-approved expenses.

A late fee of % per month (or the maximum lawful rate, if less) shall apply to past-due balances. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Check ACH / Bank Transfer Credit Card

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing the other party with the notice period specified above. Either party may terminate this Agreement immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, agents, or professional advisers who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, was already known by the receiving party without obligation of confidentiality, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Acknowledgement of Confidentiality: I acknowledge and will comply with the confidentiality obligations set forth above.

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 within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including attachments and all statements of work executed hereunder) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement 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 remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

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