Business Services Soares

BUSINESS SERVICES SOARES - BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider Name: with principal address: and Client Name: with principal address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, administrative support, and operational project management; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein on the terms and conditions set forth in this Agreement and Service Provider agrees to provide such services; and

WHEREAS, the parties intend that this Agreement set forth the full understanding of their respective rights and obligations with respect to the services to be provided;

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The parties acknowledge that the services may include professional advisory services, project coordination, document preparation, and such other tasks as mutually agreed in writing.

2. PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees set forth below in accordance with this Section. All fees are exclusive of taxes unless otherwise stated. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If payment is not made within days after the due date, Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

Term: This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until the End Date or until completion of the services, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party 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 does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information only as reasonably necessary to perform obligations under this Agreement; and (iii) 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 no less restrictive than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets.

5. INDEPENDENT CONTRACTOR; NO AGENCY

Service Provider is an independent contractor and shall be solely responsible for the method, manner, and means of performing the services. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership, or agency relationship between the parties, and neither party shall have authority to bind the other except as expressly provided in writing.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that it will perform services with reasonable care and skill in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders executed by both parties, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the original intent. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a change of control.

AUTHORITY

Each individual signing this Agreement on behalf of a party represents and warrants that he or she has full authority to bind that party to the terms of this Agreement.

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