Business Services SHA Document

Business Services SHA Document

This Business Services Shareholders and Services Agreement (the Agreement) is entered into as of (Effective Date) by and among:

Client Name:   Principal Address:

Service Provider Name:   Principal Address:

WHEREAS

WHEREAS, Client is engaged in the business of providing or procuring services in the field described as ;

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services, allocation of shareholder rights related to service performance, confidentiality and related matters.

Scope of Work

Payment Terms

Total Compensation:

Invoicing Terms: Service Provider shall submit invoices no more frequently than monthly and not less frequently than upon completion of major milestones described above. Payment is due within days of invoice receipt.

Late Payment: Unpaid amounts shall accrue interest at the rate of per month (or the maximum lawful rate if lower), and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party in connection with this Agreement, whether in oral, written, electronic, or other form, including business plans, financial data, customer lists, pricing, trade secrets, technical data, and any information marked or identified as confidential.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully known to the receiving party without restriction prior to disclosure, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law or order, provided the receiving party gives prompt notice to the disclosing party and cooperates in seeking confidential treatment.

Survival: The obligations under this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

Representations; Indemnification; Insurance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Insurance: Service Provider shall maintain commercial general liability and professional liability insurance in amounts commercially reasonable for the scope of work and shall provide certificates of insurance upon request.

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 within that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including its exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or modification shall be effective unless made in writing and executed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other.

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