Business Services SEDPE

Business Services SEDPE

Parties and Recitals

This Business Services Agreement (the Agreement) is entered into as of Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS, Client seeks business development, advisory, and implementation services described herein; and

WHEREAS, Service Provider represents that it has the skill, personnel, and experience necessary to perform the services set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide business services to Client.

Scope of Work

Services shall include planning, implementation, training, reporting, and other tasks expressly agreed in writing. Any material change to the Scope of Work requires a written amendment signed by authorized representatives of both Parties.

Payment Terms

Invoices will be issued in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Any past due amount shall bear interest at the lesser of per month or the maximum rate permitted by applicable law, together with all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date:    Term End Date (if any):

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination, subject to any set-off permitted by this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each Party agrees to: (a) hold Confidential Information of the other in strict confidence; (b) use such Confidential Information only to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for a period of years from the date of disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is required to be disclosed by law or court order, provided the disclosing Party gives prompt notice and cooperates to seek protective measures.

Representations, Indemnity and Limitation of Liability

Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations. Service Provider represents that services will be performed in a professional manner in accordance with industry standards.

Each Party shall indemnify, defend, and hold harmless the other Party from and against claims, liabilities, losses, and expenses arising from the indemnifying Party's breach of this Agreement or its gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, 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 TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 or relating to this Agreement.

Entire Agreement and Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Acknowledgment

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the Party for which they sign and that such Party agrees to be bound by the terms herein.

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