Business Services SO579

Business Services SO579 — General Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: ("Service Provider") and Client Name: ("Client"). Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider is duly qualified and experienced in providing business services, including consulting, operational support, and project management, and represents that it has the skills, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for the fees and on the schedule set forth below.

WHEREAS, the Parties intend that the services, compensation, confidentiality protections and other obligations be set forth in this Agreement and, where applicable, in corresponding statements of work executed pursuant to this Agreement.

SCOPE OF WORK

Service Provider will perform the services described below and in any attached statement of work. The description below is intended to define the general scope; specific deliverables, acceptance criteria and schedules will be set forth in written statements of work executed by both Parties.

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the schedule and conditions stated herein.

Service Provider shall submit invoices in accordance with the schedule above. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt. Disputed portions must be identified in writing and the Parties shall negotiate resolution in good faith; undisputed portions remain payable.

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 written notice to the other Party not less than days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination or expiry, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination and, where applicable, for work in progress as calculated pursuant to the payment schedule.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each Party shall (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, and (b) restrict disclosure of Confidential Information to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally known to the public other than by breach of this Agreement or information independently developed without use of the other Party's Confidential Information.

Upon written request, or upon termination of this Agreement, each Party shall return or destroy the other Party's Confidential Information; provided, however, that one copy may be retained in restricted legal or accounting files to comply with record retention obligations.

MISCELLANEOUS PROVISIONS

Independent Contractor. Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, partnership or agency relationship between the Parties.

Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising from that Party's breach of this Agreement, negligent acts or willful misconduct, except to the extent such claims arise from the indemnified Party's own breach, negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executive-level representatives before initiating any formal dispute resolution.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either Party may designate by notice to the other Party.

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