Business Services SDSP

BUSINESS SERVICES SDSP

This Business Services SDSP (the Agreement) is made effective as of between:

Client Name:

Corporation LLC Individual

Provider Name:

Corporation LLC Individual

WHEREAS

WHEREAS, Client requires certain business services, including but not limited to operational consulting, process implementation, and ongoing support, as described in this Agreement; and

WHEREAS, Provider has the professional capability and agrees to provide the services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the services, fees and confidentiality obligations in a written agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Payment Terms: Payment is due within days of receipt of invoice. Invoices shall itemize services rendered and expenses.

Late Fee: Unpaid amounts shall bear interest at % per month, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

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 that remains uncured days after written notice of such breach.

Obligations accrued prior to termination, including payment for services performed and reimbursable expenses, shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, including business plans, financial data, customer lists, trade secrets, and technical information, whether disclosed orally, in writing, or by inspection.

Non-Disclosure and Use: The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees and contractors who have a need to know and are bound by confidentiality obligations, and shall use Confidential Information solely for the purposes of performing this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of obligation; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

Remedies: The receiving party acknowledges that monetary damages may be inadequate and the disclosing party may seek injunctive relief and other equitable remedies in addition to any other remedies at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

NOTICES

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets or equity, provided that the assignee assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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