Business Services SM2344

Business Services SM2344

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain professional services in connection with the Client's business operations and desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Provider represents and warrants that Provider has the requisite experience, personnel, facilities and licenses to perform the services described in this Agreement and will perform such services as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Provider shall furnish all labor, materials and equipment necessary to complete the work unless otherwise agreed in writing.

Payment Terms

Client shall pay Provider the amounts set forth below in consideration for the Services rendered. All amounts are stated in U.S. dollars unless otherwise indicated.

Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination, together with any other amounts owing under this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information only as necessary to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those of its employees, agents or subcontractors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. Confidential Information shall not include information that (i) is or becomes generally known to the public through no fault of Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) was in Receiving Party's possession prior to disclosure by Disclosing Party, or (iv) is independently developed by Receiving Party without use of Confidential Information.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations, warranties or covenants under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Relationship of Parties: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency relationship between the parties. Provider shall be solely responsible for all taxes and benefits applicable to its personnel.

Subcontracting: Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of such subcontractors and for compliance with the terms of this Agreement.

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