Business Services SPOL

BUSINESS SERVICES SPOL

This Business Services SPOL (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client requires certain business services to be performed in accordance with the specifications and schedule set forth herein; and

WHEREAS, Service Provider represents that it possesses the qualifications, experience, personnel and resources necessary to perform the services in a professional manner and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Service Provider shall perform the services described above in accordance with the schedule, milestones and deliverables set forth in the Description of Services. Service Provider shall provide all labor, materials, equipment and supervision necessary to perform the services, unless otherwise agreed in writing.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay Service Provider the Total Fee in accordance with the milestones set forth above. Invoices shall be due and payable within days of receipt. Undisputed amounts not paid when due shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower).

All payments shall be in lawful currency of the United States unless otherwise agreed in writing. Client shall not unreasonably withhold or delay payments for services properly performed in accordance with this Agreement.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed up to the effective date of termination and for any non-cancellable obligations reasonably incurred by Service Provider prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public or proprietary information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) whether orally, in writing or by inspection of tangible objects that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) protect Confidential Information from unauthorized use and disclosure with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) 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 herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was already in the Receiving Party's possession without restriction at the time of disclosure; (iii) is obtained lawfully from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall give prompt written notice to the Disclosing Party and cooperate in any effort to obtain protective relief.

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 rules. Venue for any dispute arising out of or relating to this Agreement shall be exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, including all attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, representations, warranties and agreements, whether oral or written. No amendment or modification to this Agreement shall be effective unless made in writing and signed by an authorized representative of each party.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the person signing below is authorized to execute this Agreement on behalf of such party. Each party further warrants that its performance will comply with all applicable laws, rules and regulations.

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