Business Services SRF

Business Services SRF

This Business Services Service Request Form and Agreement (the "Agreement") is entered into as of (Effective Date) by and between:

Recitals

WHEREAS, Client requires certain business services described herein and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and facilities to provide the requested services and is willing to perform such services on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services, tasks, and deliverables as described below. The description and acceptance criteria set forth below constitute the full scope for the requested engagement.

Payment Terms

Client shall pay Service Provider in accordance with the amounts, schedule, and invoicing procedures set forth below.

Unless otherwise agreed in writing, invoices are due within days of receipt. Client is responsible for any applicable taxes unless a valid exemption is provided.

Term and Termination

The term of this Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured for thirty (30) days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable non-cancellable commitments incurred through the effective date of termination. Service Provider shall deliver any work-in-progress reasonably requested by Client in exchange for payment of fees attributable to that work.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether in written, oral, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in confidence, shall not disclose it to third parties except as permitted under this Agreement, and shall use it solely to perform its obligations hereunder. The receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the receiving party shall return or certify the destruction of Confidential Information, except to the extent retention is required by law or for recordkeeping of performed services.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties agree that injunctive relief may be sought for breaches of confidentiality or intellectual property obligations without the requirement to post bond. All other remedies shall be cumulative and not exclusive.

Insurance; Indemnification

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's negligence, willful misconduct or breach of this Agreement, except to the extent such claims arise from the indemnified party's own negligence or willful misconduct.

Entire Agreement; Amendment

This Agreement, together with any appendices or Schedules attached hereto and any mutually executed change orders or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and communications. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an acquirer of substantially all of its business or assets, provided that the assignee assumes the assigning party's obligations hereunder.

Normal Expedited Urgent

By signing below, each party certifies that the individual executing this Agreement on its behalf is authorized to bind the respective party, and that the terms and conditions set forth herein are accepted and constitute a binding obligation.

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