Business Services Speartip

Business Services Speartip

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized business advisory, strategic planning, and project execution services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services on the terms set forth below.

WHEREAS, the parties intend that the services rendered pursuant to this Agreement (referred to herein as the "Speartip Services") will be provided in accordance with the Scope of Work and Payment Terms contained herein.

Scope of Work

Deliverables will be completed in accordance with timelines agreed in writing by the parties. Service Provider shall furnish progress reports upon Client request and shall coordinate with Client representatives named below.

Payment Terms

Invoices shall be issued by Service Provider in accordance with the schedule above. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Expenses: Client will reimburse preapproved, reasonable out-of-pocket expenses incurred by Service Provider in connection with performance, provided that Service Provider submits documentation supporting such expenses.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Each party shall maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law.

Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, or (c) is independently developed by the receiving party without use of Confidential Information.

Duration: Confidentiality obligations shall continue for following termination of this Agreement, except that obligations with respect to trade secrets shall survive as long as permitted by law.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of preexisting materials, methodologies, and tools. Client shall receive a perpetual, nonexclusive license to work product delivered under this Agreement for Client's internal business purposes upon full payment.

Third-Party Materials: Any third-party software or materials incorporated into deliverables are subject to third-party license terms; Client shall comply with such terms.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party agrees to indemnify and hold harmless the other party from and against claims, losses, and liabilities arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided the indemnified party gives prompt notice and cooperates in the defense.

Governing Law

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

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement and that performance will not violate any other agreement or law. SERVICE PROVIDER WARRANTS THAT SERVICES SHALL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS.

Notice Information

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship.

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