Business Services SIP

BUSINESS SERVICES SIP

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform business services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to perform the services under this Business Services SIP (the "Agreement"); and

WHEREAS, the parties agree to set forth the scope, schedule, payment terms, and other terms and conditions under which the services will be provided.

Scope of Work

Description of services to be performed, deliverables, milestones, and acceptance criteria. The Service Provider shall perform the services in a professional and timely manner, consistent with industry standards and in accordance with the schedule set forth below.

Payment Terms

Client shall pay Service Provider for the services specified in this Agreement in accordance with the following fees and schedule.

Invoices shall be submitted to Client according to the payment schedule. Payments are due within days of invoice receipt. Late payments shall incur interest at the rate of on the outstanding balance, compounded monthly, until paid.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon days prior written notice to the other party.

Confidentiality

Each party acknowledges that, in the course of performing under this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and reasonable assistance in seeking a protective order.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information only to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination, the receiving party shall, at the disclosing party’s option, return or destroy all Confidential Information and certify in writing that such return or destruction has occurred.

Representations; Independent Contractor

Each party represents that it has the full right, power, and authority to enter into this Agreement. Service Provider is an independent contractor and is not an employee, agent, or legal representative of Client for any purpose. Service Provider shall be responsible for all employment taxes, insurance, and other liabilities relating to its personnel.

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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party") from and against any and all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in performing its obligations under this Agreement.

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any written attachments or exhibits executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be effective upon receipt.

Acceptance

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal counsel, and that they execute this Agreement voluntarily and with full authority to bind their respective organizations.

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