Business Services Skelton Agreement

BUSINESS SERVICES SKELETON AGREEMENT

This Business Services Skeleton Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , Client Address: ; and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform certain business services as described herein and the Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the scope, compensation, confidentiality protections and the allocation of risk relating to the services be evidenced solely by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones and acceptance criteria (if any) are set forth in the described scope or in mutually agreed written work orders executed by the parties.

PAYMENT TERMS

Invoices shall be submitted by the Service Provider in accordance with the payment schedule. Payments are due within days of Client's receipt of a correct invoice.

All reasonable, pre-approved out-of-pocket expenses incurred by the Service Provider in connection with performance of the services shall be reimbursed by the Client upon submission of receipts. Pre-approval required: Yes

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a reasonable cure period of days after receipt of written notice specifying the breach.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to employees, agents or permitted contractors who need to know and who are bound by confidentiality obligations, and (c) use it solely for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes public through no breach by the receiving party; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without the use of the other party’s Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates in seeking protective measures.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or related to this Agreement, whether in contract, tort or otherwise, even if advised of the possibility of such damages. Each party shall indemnify and hold harmless the other from and against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in connection with performance under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for disputes shall be in the state or federal courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any written work orders and attachments executed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, waiver, or amendment shall be effective unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party’s obligations hereunder.

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