Business Services SQUI

Business Services SQUI

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

Service Provider: , Address:

Client: , Address:

RECITALS

WHEREAS, Service Provider is engaged in providing business services and possesses expertise in the areas described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the terms governing the provision of such services, including payment, confidentiality, and termination provisions.

SCOPE OF WORK

Service Provider shall provide the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses as set forth below. All monetary amounts are stated in United States dollars unless otherwise specified.

Service Provider shall submit invoices to Client and Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest as set forth below.

Any amounts not paid when due shall bear interest at the rate of per month, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, in writing or otherwise, 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.

Each party shall: (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

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

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall be solely responsible for withholding taxes and other statutory obligations.

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 of Service Provider.

Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, special or consequential damages, and the aggregate liability of either party under this Agreement shall not exceed the fees paid by Client to Service Provider in the six (6) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon delivery if delivered in person, or three (3) days after mailing by certified mail, return receipt requested.

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