Business Services Simplified Contract

Business Services Simplified Contract

This Business Services Simplified Contract (the Agreement) is entered into effective as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the skills, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services under the terms set forth in this Agreement and Service Provider agrees to perform such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall provide the Services in a professional, workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. Fees shall be paid in United States dollars and are exclusive of any applicable taxes, which shall be the responsibility of Client unless otherwise agreed in writing.

Invoices are due and payable within days of invoice date, unless otherwise agreed. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Payment, Indemnity and Governing Law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary information disclosed by one party to the other, whether orally 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. Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice to the disclosing party where permitted and limits disclosure to the minimum required.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors or agents with a need to know who are bound by obligations of confidentiality at least as protective as those herein; and (iii) exercise at least reasonable care to protect Confidential Information. These obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, joint venturer or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance and benefits for its personnel. 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, acquisition or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR 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 EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in the county of and each party consents to personal jurisdiction and venue in those courts.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as a party designates by notice to the other. Notices are effective upon receipt.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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