Business Services SM2310

Business Services SM2310

Parties and Recitals

This Business Services Agreement ("Agreement") is made and entered into effective as of (the "Effective Date"), by and between:

WHEREAS, Client desires to obtain professional business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience, and resources necessary to provide the services described in the Scope of Work; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide such services to Client.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). The Services shall be performed in accordance with the schedule and specifications set forth herein.

Payment Terms

In consideration for the Services, Client shall pay Service Provider as follows:

Invoice Frequency:   Payment Due: Net days from invoice date.

Late Payment Fee:   or a minimum of per late invoice.

All payments shall be made in United States dollars unless otherwise agreed in writing. Client shall reimburse Service Provider for reasonable, pre-approved expenses incurred in connection with performance of the Services.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Service Provider shall deliver to Client all completed deliverables and Client shall pay Service Provider for Services performed and pre-approved expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing or through inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Receiving Party shall (a) use Confidential Information only for purposes of performing its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, agents and contractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) was known by Receiving Party prior to disclosure as evidenced by written records, or (iv) is independently developed without use of Confidential Information.

Return or Destruction: Upon written request by Disclosing Party or upon termination of this Agreement, Receiving Party shall promptly return or destroy Confidential Information and certify destruction upon request, except to the extent retention is required by law, in which case retained information shall remain subject to the confidentiality obligations of this Agreement.

Intellectual Property; Deliverables

Ownership: Unless otherwise agreed in writing, Client shall own deliverables specifically prepared for Client under this Agreement upon full payment of all amounts due. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies and know-how, and grants Client a non-exclusive, non-transferable license to any pre-existing materials incorporated into deliverables solely to the extent necessary for Client's use of the deliverables.

Representations; Indemnification; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider represents that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from a party's breach of confidentiality or indemnification obligations. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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 laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, the parties agree to binding arbitration in the governing state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

Amendments: No amendment or modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate in writing.

Additional Provisions

Independent Contractor: Service Provider shall perform the Services as an independent contractor and nothing in this Agreement shall create a partnership, joint venture or employer-employee relationship. Service Provider shall be solely responsible for payment of its personnel and for all employment taxes and benefits.

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