Business Services Sierra

BUSINESS SERVICES SIERRA - BUSINESS SERVICES AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, strategy, implementation, and support, as more particularly described in the Scope of Work below; and

WHEREAS, Client desires to retain 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.

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

SCOPE OF WORK

The services shall include deliverables, milestones, and any subcontracted work necessary to achieve the objectives set forth in the Description of Services. Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Payments are due in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of invoice. Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum allowed by applicable law, if lower). Client shall also reimburse reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause by providing written notice 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 the effective date of termination.

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 fifteen (15) days after receipt of written notice of the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement, 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: Receiving Party shall (i) use Confidential Information only for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or valid legal process, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any lawful attempt to limit disclosure.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer period is required by applicable law.

INSURANCE AND COMPLIANCE

Service Provider shall maintain insurance coverage appropriate to the services performed and shall comply with all applicable laws, rules and regulations in the performance of services. Upon Client's reasonable request, Service Provider shall provide certificates of insurance.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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 consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any 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, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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