Business Services SINERCON Template

BUSINESS SERVICES SINERCON TEMPLATE

Parties

Client Name:   Client Address:

Contractor Name:   Contractor Address:

Effective Date:

Recitals

WHEREAS, Client seeks to engage Contractor to perform certain business services described herein and Contractor possesses the experience and capacity to provide such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope of work, compensation, confidentiality obligations, and other terms governing the relationship between the parties;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards. Contractor shall furnish all labor, materials, equipment and supervision necessary to perform the services, except as expressly set forth otherwise in this Agreement.

Payment Terms

Contractor shall submit invoices to Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of Client's receipt of a proper invoice. Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by applicable law, whichever is lower.

Reimbursable expenses will be allowed as provided below. Any reimbursable expense must be pre-approved in writing by Client and supported by receipts. Description of reimbursable expenses:

Each party is responsible for its own taxes arising from the performance of this Agreement. Any sales, use, value-added, or similar taxes assessed on payments made to Contractor shall be Contractor's responsibility unless Client is required to withhold by law.

Term and Termination

Term Start Date:   Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after receipt of written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party 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 excludes information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information using the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who need access to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those herein. The obligations in this section shall survive termination or expiration of this Agreement for .

Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor grants Client a perpetual, non-exclusive, worldwide, transferable license to use deliverables produced under this Agreement for Client's internal business purposes. Contractor retains ownership of pre-existing materials, tools, methodologies, and general know-how. Any work product specifically identified as "Client Materials" shall be owned by Client upon full payment for services.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against damages, losses and expenses resulting from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable for incidental, consequential, or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising from this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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