Business Services SM2359

Business Services SM2359

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

RECITALS

WHEREAS, Client engages Provider to perform business services described herein and Provider represents that it has the skill, experience and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the provision, payment for, and ownership of work product resulting from the services to be provided by Provider.

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee (USD):

Invoices shall be submitted to Client at billing address and are payable within days of receipt, unless otherwise agreed in writing. Provider shall include reasonable supporting detail with each invoice.

Late Payment: Any undisputed amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payment will also incur a late fee of per month.

Taxes and Expenses: Client is responsible for applicable sales, use or other transactional taxes. Pre-approved out-of-pocket expenses will be reimbursed upon submission of receipts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Client shall pay Provider for all work performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within 15 days after receipt of notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidentiality Obligation: Each party agrees to hold Confidential Information of the other party in strict confidence, to use it only for the performance of this Agreement, and not to disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is rightfully obtained from a third party without obligation of confidentiality.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement upon full payment of amounts due. Provider retains ownership of its pre-existing materials and general skills, methodologies and know-how.

License to Provider Materials: Provider grants Client a non-exclusive, non-transferable license to use Provider's pre-existing materials to the extent incorporated into the Deliverables solely for Client's internal business purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or obligations of indemnity, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve months preceding the claim.

INSURANCE

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles.

Dispute Resolution: The parties shall seek in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be resolved by arbitration or litigation as chosen by Client in accordance with the governing law clause above.

ENTIRE AGREEMENT; AMENDMENT

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

Amendment: Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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