Business Services Sivanil

BUSINESS SERVICES SIVANIL - BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of Commencement Date: by and between the parties identified below.

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing professional business services and possesses expertise, personnel and resources suitable to perform services described herein;

WHEREAS, the Client desires to engage the Service Provider to perform such services under the terms and conditions set forth in this Agreement, and the Service Provider is willing to provide such services on those terms;

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

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The parties agree that the description is a statement of the primary obligations and that specific tasks, milestones and acceptance criteria shall be governed by the text entered in the Scope of Work field.

PAYMENT TERMS

The Client shall pay the Service Provider for services rendered in accordance with the following terms.

If any undisputed amount due is not paid within thirty (30) days of the invoice date, the Client shall pay a late fee in the amount entered above, which shall accrue monthly on the outstanding balance, or the maximum lawful rate if lower. Payment obligations are independent of any dispute over work unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date set forth above and shall continue until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any proprietary or confidential information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect it from unauthorized use or disclosure. Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) is rightfully obtained by Recipient from a third party without restriction; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser and cooperates in seeking protective measures. The obligations under this clause survive for three (3) years following termination of this Agreement, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

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 submit to the exclusive jurisdiction of the federal and state courts located in that state for any dispute arising under this Agreement, subject to the parties' right to seek injunctive relief in any competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Representations and Warranties: Each party represents that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) month period.

ENTITY TYPE (SELECT ONE)

Service Provider - Individual Service Provider - Corporation Service Provider - LLC Service Provider - Other

Client - Individual Client - Corporation Client - LLC Client - Other

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