Business Services SGHI

BUSINESS SERVICES SGHI

This Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client desires to obtain certain business services described herein for the purpose of improving Client's operations and/or delivering products or services to Client's customers; and

WHEREAS, Service Provider has the professional skill, experience and capability to provide such services and is willing to provide those services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the relationship, responsibilities, payment and confidentiality obligations between them.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be made only by a written amendment executed by both parties. Service Provider shall supply its own tools, equipment and personnel unless otherwise specified in a written statement of work attached to this Agreement.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider within days of receipt of an undisputed invoice. Overdue amounts shall accrue interest at the lesser of (i) the rate of % per month, or (ii) the maximum rate permitted by applicable law. In addition, a late fee of may be applied for invoices past due by more than days.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For the purpose of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated 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) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which the receiving party's duty of confidentiality shall continue for as long as such information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all payroll taxes, withholding and other employment-related obligations for its personnel. Nothing in this Agreement creates a joint venture, partnership or agency relationship between the parties.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, gross negligence or infringement of third-party intellectual property rights. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period 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 conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in said state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses above (or to such other address as a party designates by written notice) by certified mail, national overnight courier, or by email with confirmation of receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that any waiver of rights must be in writing and signed by the party waiving such right. Headings are for convenience only and do not affect interpretation.

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