Business Services SOMC

BUSINESS SERVICES SOMC

This Business Services Agreement (the Agreement) is made effective as of between:

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business support, consulting, and operational management services and represents that it has the qualifications, experience and ability to provide such services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider desires to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described in detail below (Services). Service Provider shall perform the Services in a professional manner consistent with industry standards and in accordance with the timeline and milestones set out in the Scope of Work.

2. Payment Terms

Client shall pay Service Provider for the Services as follows. Fees and payment schedule set forth below are exclusive of applicable taxes unless otherwise stated.

Payment shall be due within days from invoice date. Acceptable payment methods: Check ACH / Bank Transfer Card

If any undisputed amount is not paid within the period specified above, Client shall pay a late fee equal to the greater of (i) % per month on the overdue balance, or (ii) $ as a one-time administrative charge.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the other party fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party before disclosure without restriction; (c) is 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 for its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to exercise its rights and perform its 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 at least as protective as those set forth herein.

The confidentiality obligations herein shall survive termination of this Agreement for following the date of termination, except with respect to trade secrets for which protection shall continue as long as the information qualifies as a trade secret under applicable law.

5. Intellectual Property

Except as expressly set forth in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider hereby grants Client a nonexclusive, nontransferable, royalty-free license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Service Provider retains the right to use methodologies, know-how, templates and general skills acquired or developed in connection with the Services.

6. Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Except for willful misconduct or breaches of confidentiality, the total aggregate liability of either party under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices are effective upon receipt.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

9. Entire Agreement

This Agreement, including any exhibits or attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall create a partnership, joint venture or employment relationship. Assignment: Neither party may assign 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. Severability: If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

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