Business Services SPA Format

BUSINESS SERVICES SPA AGREEMENT

This Business Services SPA Agreement (the "Agreement") is entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel and capability to provide the business services described herein, specifically ; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to establish the scope, deliverables, compensation, and legal relationship of the engagement by executing this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the terms of this Agreement. Specific tasks, milestones, acceptance criteria and timelines shall be set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses in accordance with the schedule below.

All fees are exclusive of any taxes, duties or levies imposed by any governmental authority; Client shall be responsible for such taxes unless a valid exemption is provided in writing prior to invoicing. Expenses reasonably incurred by Service Provider in performance of the services shall be reimbursed by Client if pre-approved in writing.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination for convenience requires the notice period stated above. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in written, electronic, or oral form that is designated as confidential or that reasonably should be understood to be confidential. Service Provider and Client agree not to disclose Confidential Information to any third party and to protect it with the same standard of care used to protect their own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains all rights in pre-existing intellectual property and tools used to perform the services. Any transfer of ownership in custom-developed deliverables must be set forth in a written amendment and conditioned upon full payment of fees.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider shall perform services as an independent contractor. Neither party is an agent, partner, or joint venturer of the other. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or corporate reorganization upon notice.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, acts of war, labor disputes, or failures of suppliers or carriers, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices are effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. This Agreement, including all exhibits and scopes of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing signed by duly authorized representatives of both parties.

GENERAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of Sections relating to Confidentiality or Intellectual Property and agree that injunctive relief may be sought in addition to other remedies. The parties waive trial by jury to the extent permitted by law.

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