Business Services SE23022

BUSINESS SERVICES SE23022

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

Parties and Contact Information

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider has the expertise and capacity to perform such services; and

WHEREAS, the parties intend to set forth the terms, scope, compensation and other provisions governing the provision of those services on the terms and conditions set forth herein.

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

1. Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner and in accordance with industry standards. The specific tasks, deliverables and acceptance criteria are set forth below and may be amended only by written agreement signed by both parties.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services. Unless otherwise agreed in writing, fees shall be payable in accordance with the payment schedule and invoicing provisions below.

All payments are exclusive of taxes. Client shall be responsible for any applicable sales, use, value‑added or similar taxes, excluding taxes based on Service Provider’s net income.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Payment of fees accrued, and Governing Law shall survive termination.

4. Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed that is identified as confidential or that reasonably should be understood to be confidential given its nature. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing tools, methodologies and materials. Deliverables specifically created for Client under this Agreement shall be the property of Client upon full payment, subject to Service Provider’s ownership of any underlying tools, concepts, or general know-how. The parties will negotiate license terms for any reuse of deliverables beyond Client’s internal use.

6. Representations, Warranties and Indemnification

Each party represents and warrants it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from claims arising from Client’s breach of this Agreement, misuse of deliverables, or Client-provided materials.

7. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If resolution cannot be reached within 30 days, either party may pursue any available legal or equitable remedy in the appropriate court in that State.

9. Entire Agreement; Amendments

This Agreement, including any attachments, exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification shall be binding only if in writing and signed by authorized representatives of both parties.

10. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or by nationally recognized overnight courier to the addresses set forth in this Agreement or such other address as either party designates by notice to the other.

11. Miscellaneous

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

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