Business Services SMR

BUSINESS SERVICES SMR

This Business Services SMR (the "Agreement") is made effective as of by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). Client and Service Provider each may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has represented that it possesses the skills, personnel, and resources necessary to perform such services on the terms set forth in this Agreement.

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to such services, including payment terms, confidentiality, and limitations on liability.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as specified in the Scope of Work above or in mutually executed statements of work incorporated by reference into this Agreement.

PAYMENT TERMS

Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of receipt.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate allowable by law, commencing the day after the invoice due date. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in recovering overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon delivering written notice to the other Party at least prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party that remains uncured after ten (10) days' written notice specifying the breach.

Upon termination, Service Provider shall promptly deliver any work in progress and, unless otherwise agreed, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

Each Party shall: (i) protect the other Party's Confidential Information with the same degree of care it uses to protect its own similar information but with no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider represents and warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF 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 conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the Parties.

Assignment: Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

SIGNATURES

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