Business Services SIA IO

BUSINESS SERVICES SIA IO

This Business Services SIA IO Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider represents that it possesses the professional skills, personnel and resources necessary to provide business services described herein; and

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

WHEREAS, the parties intend that this Agreement govern the relationship between them and set forth the services, payment terms and other mutual obligations.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the specifications, schedule and performance standards set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services performed as set forth below. All fees are exclusive of taxes unless otherwise stated. Payment obligations are not contingent on Client's receipt of third-party funding.

Service Provider shall submit invoices to Client. Payment is due within days of receipt of a correct invoice. All undisputed amounts not paid when due shall accrue interest at per month, or the maximum rate permitted by applicable law, whichever is lower. The minimum late fee per invoice shall be .

If Client timely disputes an invoice, the undisputed portion shall be paid in accordance with this Agreement. All payments shall be in lawful currency of the invoiced currency and made to the account designated by Service Provider.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 date of termination. Either party may terminate immediately for material breach by the other if such breach remains uncured for a period of days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable out-of-pocket costs incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment for accrued fees and governing law shall survive termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use or disclose Confidential Information except as necessary to perform under this Agreement or as authorized in writing by Discloser.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to Recipient without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided Recipient gives prompt written notice to Discloser to allow Discloser to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or infringement of intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

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