Business Services Servos

BUSINESS SERVICES SERVOS

This Business Services Agreement (the "Agreement") is made effective as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to provide professional business services, including advisory, implementation, and support services as may be requested by Client; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services set forth below and any related tasks reasonably necessary to achieve the objectives described. Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with this Section. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the payment schedule. Unless otherwise stated, Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed amounts must be raised in writing within fifteen (15) days of invoice receipt; undisputed portions remain payable.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach. Either party may terminate without cause upon providing the notice period specified above. Termination shall not relieve Client of its obligation to pay fees for services rendered and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) hold Confidential Information 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 employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing materials, tools, methodologies, or software used or developed by Service Provider in connection with the services. Upon full payment of fees for deliverables specifically identified as "work for hire" in writing, Service Provider assigns to Client all right, title and interest in and to such deliverables. For all other deliverables, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the deliverables for Client’s internal business purposes.

6. REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located therein for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto and any written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in a writing signed by authorized representatives of both parties.

9. NOTICES

Notices shall be in writing and delivered to the respective notice addresses set forth above by certified mail, courier, or other agreed-upon method and are effective upon receipt.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of subsequent breaches.

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