Business Services SoA24

BUSINESS SERVICES SoA24

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform business services described herein and Service Provider has the skill and resources necessary to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for Service Provider to deliver professional services, deliverables and related work products as set forth in the Scope of Work and pursuant to the Payment Terms contained in this Agreement.

WHEREAS, the parties desire to reduce their agreement to writing and to define their respective rights and obligations; accordingly, the parties enter into this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of USD for the services described in this Agreement, subject to adjustments for approved changes to the Scope of Work.

Invoicing: Service Provider shall submit invoices to Client at the contact information provided herein. Invoices are due within days of receipt unless otherwise agreed in writing.

Any past-due amount shall accrue interest at the lesser of (a) per month or (b) the maximum rate allowed by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

All fees are exclusive of taxes. Client is responsible for any sales, use or other taxes imposed on payments, except taxes based on Service Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and any non-cancellable obligations.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein will survive termination of this Agreement for a period of years, or as otherwise required by applicable law.

INTELLECTUAL PROPERTY; WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in work products specifically created for Client under this Agreement and paid in full by Client. Service Provider retains ownership of its preexisting tools, templates and know-how.

License: To the extent Service Provider retains any proprietary materials embedded in the deliverables, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use such materials as incorporated in the deliverables.

LIMITATION OF LIABILITY; INDEMNITY

Limitation: Except for liability arising from breach of confidentiality or willful misconduct, neither party will be liable for consequential, incidental, punitive or special damages. Each party's aggregate liability for direct damages arising out of or relating to this Agreement will not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnity: Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the limitations set forth herein.

GOVERNING LAW

This Agreement will 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 disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control of the assigning party.

Independent Contractor: Service Provider is an independent contractor and is not an employee, agent, joint venturer or partner of Client. Service Provider will be responsible for all employment taxes and withholdings for its personnel.

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