Business Services Skiperla

BUSINESS SERVICES SKIPERLA AGREEMENT

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform business services related to strategy, operational support, and advisory work described below; and

WHEREAS, the Service Provider represents that it has the professional qualifications, experience, and abilities to perform such services and agrees to provide those services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth the terms on which the Service Provider will deliver services to the Client and the compensation and obligations applicable to each party.

SCOPE OF WORK

The Service Provider will perform the services described below. The description sets forth the primary duties, deliverables, and performance standards.

PAYMENT TERMS

As consideration for the services, the Client shall pay the Service Provider as set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: A late fee of % per month shall apply to any undisputed amount not paid within days of invoice. Reasonable collection costs, including attorneys' fees, may be recovered.

TERM AND TERMINATION

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

Start Date:      End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Immediate termination for cause is permitted where the other party materially breaches this Agreement and fails to cure within 15 days after written notice of such breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of years following termination, each party shall hold in strict confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is publicly known through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without breach of a confidentiality obligation.

The receiving party shall use Confidential Information solely for performance under this Agreement and shall not disclose such information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, all deliverables created by the Service Provider specifically for the Client under this Agreement shall be considered work made for hire and ownership shall vest in the Client upon full payment. The Service Provider retains ownership of its pre-existing tools, methodologies, and general know-how and grants the Client only a non-exclusive license to any such underlying materials incorporated into deliverables solely to the extent necessary to use the deliverables for their intended purpose.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The Service Provider will indemnify and hold harmless the Client from third-party claims arising from the Service Provider's gross negligence or willful misconduct in the performance of services.

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. Exclusive venue for disputes shall be the state and federal courts located within that state, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any appendices and written statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, representations, negotiations, and agreements, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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