Business Services Short Form Agreement

Business Services Short Form Agreement

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

Parties

Recitals

WHEREAS, Service Provider provides professional business services and has represented that it possesses the expertise, personnel and resources necessary to perform the services described below; and

WHEREAS, Client desires to engage Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliverables described below (collectively, the "Services"). Service Provider will perform the Services in a professional manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the terms below. All fees are exclusive of taxes, which Client shall pay in addition to the fees where applicable.

Late Payment: Amounts not paid within days after the invoice due date shall accrue interest at % per month (or the maximum lawful rate if lower). In addition, Client shall be responsible for reasonable collection costs and any returned check fees.

3. Term and Termination

Term: This Agreement commences on and continues through unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

Definition: "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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.

Obligations: Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as required by law or as necessary to perform the Services and only to persons bound by confidentiality obligations no less protective than those in this Agreement.

Survival: The confidentiality obligations shall survive termination or expiration of this Agreement for years.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all ownership of pre-existing materials, tools, methodologies and know-how. Subject to Client's payment of all amounts due, Service Provider grants to Client a nonexclusive, nontransferable license to use delivered final deliverables for Client's internal business purposes only. Any third-party materials incorporated into deliverables are subject to their respective licenses.

6. Limitation of Liability; Indemnification

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification: Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's negligence, willful misconduct, or breach of its representations and warranties under this Agreement, subject to the limitations of liability above.

7. Miscellaneous

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Service Provider may assign to a successor in connection with a sale of substantially all of its assets or equity.

Notices: All notices shall be in writing and deemed given when delivered personally, sent by certified mail, or by nationally recognized overnight courier to the party's address set forth above or such other address as a party designates in writing.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

9. Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective and binding.

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