Business Services SRA Document

BUSINESS SERVICES SRA DOCUMENT

Parties and Effective Date

This Services Agreement (the "Agreement") is entered into between Client Name: and Service Provider Name: and is effective as of (the "Effective Date").

Client Address:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth herein, and Service Provider has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend for Service Provider to perform the services as an independent contractor and not as an employee, and each party intends that the services be provided in accordance with the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality obligations and other terms governing their relationship.

Scope of Work

Service Provider shall perform the services described below and any additional services as the parties agree in writing. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider compensation as follows. All fees are due in United States dollars unless otherwise agreed in writing.

Late Payment: If payment is not received by Client within days of the due date, Client shall pay a late fee equal to per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days following written notice of such breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay Service Provider for all work performed and reasonable, documented expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other 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 receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations 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 no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. A disclosure required by law or regulation shall not be a breach if the receiving party provides prompt notice and cooperates to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Warranties; Independent Contractor

Service Provider represents and warrants that it has the right and authority to enter into this Agreement and that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties acknowledge that Service Provider is an independent contractor and not an employee of Client. Service Provider is responsible for all taxes and other obligations arising from the compensation paid under this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or a breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue its rights in a court of competent jurisdiction located in the stated governing law venue.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto, 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 amendments must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses provided below or to another address as a party may specify in writing.

Execution

The persons executing this Agreement on behalf of each party warrant that they are authorized to bind the party for whom they sign.

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