Business Services SOF Agreement

Business Services SOF Agreement

This Business Services Statement of Work Agreement (the Agreement) is entered into as of Effective Date: by and between the parties listed below.

Parties

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider has the necessary expertise, personnel and resources to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend to define the scope, deliverables, schedule and payment terms for the services to ensure timely performance and mutually agreed acceptance criteria.

WHEREAS, this Agreement, together with any attachments or exhibits, constitutes the parties' complete understanding with respect to the services described below.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described in this Scope of Work. The services will include, at a minimum, the tasks, milestones, acceptance criteria and delivery schedule set forth below.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the following fees and schedule.

Service Provider shall submit invoices to Client upon achievement of stated milestones or monthly in arrears. Client shall pay undisputed invoices within days of receipt. Disputed amounts must be raised in writing within ten (10) days of receipt; undisputed amounts remain payable.

Overdue amounts shall accrue a late fee equal to the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, calculated monthly and compounded. Client shall also reimburse reasonable collection costs.

Term and Termination

This Agreement commences on Term Start Date and continues until Term End Date, unless earlier terminated in accordance with this Agreement.

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party given not less than days. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services rendered through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors and professional advisors who need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Upon written request or termination of this Agreement, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, nonexclusive, fully paid license to use the deliverables provided as Work Product under this Agreement for Client's internal business purposes. Service Provider retains ownership of pre-existing materials, tools and methodologies; Client receives only the rights expressly granted. To the extent applicable, Service Provider will assign to Client all rights in deliverables created specifically for Client, subject to any third-party license restrictions.

Representations; Limitation of Liability; Indemnity

Each party represents that it has the authority to enter into this Agreement. SERVICE PROVIDER WARRANTS THAT SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify Service Provider for claims arising from Client's misuse of deliverables or Client-provided materials.

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 courts located in that state for disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, 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 must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

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