Business Services SPAJ

Business Services SPAJ

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

Recitals

WHEREAS, Service Provider is duly organized and experienced in providing business consulting, advisory, and related support services (the "Services"), and represents that it has the necessary expertise, personnel and resources to perform the Services;

WHEREAS, Client desires to engage Service Provider to perform the Services described herein, and Service Provider is willing to provide such Services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with regard to the performance, payment and confidentiality of the Services.

Scope of Work

Service Provider will perform the Services described below. The description below is intended to capture the minimum scope; any change in scope shall be governed by the Change Control procedure set forth in this Agreement.

Payment Terms

Client shall pay Service Provider fees in accordance with the following terms.

Payments are due within days of invoice unless otherwise specified. Overdue amounts shall incur a late fee of on the outstanding balance, calculated monthly.

Term and Termination

This Agreement commences on and, unless earlier terminated under this Agreement, shall continue until .

Upon termination, Client shall pay for Services performed and authorized expenses incurred through the effective date of termination. If early termination results from Client's material breach, Client shall also be liable for reasonable costs and documented work-in-progress.

Confidentiality

Each party agrees that Confidential Information disclosed by one party to the other shall be held in strict confidence and used solely for the performance or enforcement of this Agreement. Confidential Information excludes information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Liability and Indemnity

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement. Service Provider shall indemnify and hold harmless Client against third-party claims arising solely from Service Provider's negligent performance of the Services. Client shall indemnify Service Provider for claims arising from Client-provided materials, data or instructions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement

This Agreement, including any Schedules or Statements of Work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship. If any provision is held invalid, the remainder shall continue in full force. Notices shall be in writing and delivered to the addresses set forth above.

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