Business Services Sentra

BUSINESS SERVICES SENTRA

This Business Services Agreement (the Agreement) is made effective as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Service Provider has expertise in providing business services, consulting, project management and related deliverables; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to provide those services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their complete agreement with respect to those services in this instrument.

Scope of Work

Service Provider shall perform the services described below and shall deliver work product in accordance with the timelines and milestones agreed by the parties. The scope may be amended only by a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Unless otherwise stated, all amounts are stated in U.S. dollars and exclude taxes for which Client is responsible.

All payments not disputed in good faith are due as stated on invoices. Client shall pay interest on overdue amounts at the rate specified above and shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue payments.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose 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 contained herein.

Confidentiality obligations do not apply to information that: (i) is or becomes public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party provides prompt notice and cooperates with the Disclosing Party to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Upon full payment, Service Provider grants to Client a non-exclusive, non-transferable license to the final deliverables created specifically for Client under this Agreement. Service Provider warrants that it has the authority to grant such license and that deliverables will not infringe third-party intellectual property rights.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against claims arising out of the indemnifying party’s breach of this Agreement or its gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN 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 specified below without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter hereof. Any amendment or modification of this Agreement must be made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or acquisition provided the assignee assumes all obligations hereunder. Notices required by this Agreement shall be in writing and delivered to the addresses set forth above.

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