Business Services SRFAX Form

Business Services SRFAX Form

This Business Services SRFAX Form (the Agreement) is made and entered into as of by and between:

Parties

WHEREAS

WHEREAS, Client has requested that Service Provider perform business services and related deliverables as specified herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services and is willing to provide such services to Client under the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below and deliver any associated materials, reports, or data as provided for in this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are stated in U.S. dollars unless otherwise specified.

Late payments shall incur a late fee equal to on overdue balances, calculated monthly, or a minimum late fee of , whichever is greater. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as set forth 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 is not cured within thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or regulation, provided it gives the disclosing party prompt written notice and cooperates in any protective action.

Intellectual Property and Deliverables

Except as otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement for Client's internal business purposes. Service Provider retains all right, title, and interest in pre-existing tools, methodologies, and intellectual property it used or refined in performing the services. To the extent deliverables contain Service Provider's pre-existing intellectual property, Service Provider grants Client a perpetual, non-exclusive license as necessary to use the deliverables for the intended business purpose.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. Venue for any dispute shall be the state or federal courts located in that State.

Notices

All notices, requests, consents, approvals and other communications under this Agreement must be in writing and delivered to the respective addresses for notices set forth herein or such other address designated by a party in writing.

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 understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The failure of either party to enforce any right shall not be deemed a waiver of that right. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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