Business Services SSB

BUSINESS SERVICES SSB SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into as of by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in providing business consulting, administrative support and related services to commercial clients; and

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

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

1. SCOPE OF WORK

Service Provider will perform the tasks described in the Scope of Services in a professional and workmanlike manner and in accordance with industry standards. Any material change to the Scope of Services shall require a written amendment signed by both parties specifying the change in scope and any adjustment to fees or schedule.

2. PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay invoices within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus recovery of reasonable collection costs and attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will continue until End Date: .

Either party may terminate this Agreement for convenience upon prior written notice of days. Either party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services properly performed through the termination date.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is: publicly known through no fault of the recipient; independently developed by the recipient without use of the disclosing party's Confidential Information; rightfully received from a third party without restriction; or required to be disclosed by law or court order, provided that the recipient gives prompt notice and cooperates with the disclosing party to seek protective measures.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting materials, methodologies, templates and tools used in providing the Services. To the extent Service Provider creates deliverables specifically for Client and is paid in full, Service Provider assigns to Client all right, title and interest in such deliverables, excluding Service Provider's preexisting materials and any third-party materials. Service Provider grants Client a perpetual, nonexclusive license to use Service Provider's preexisting materials included in deliverables solely for Client's internal business purposes.

6. LIABILITY AND INDEMNIFICATION

Each party shall indemnify and defend the other from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations and willful misconduct, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the amounts paid by Client to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

7. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform the Services in a professional manner in accordance with generally accepted industry standards.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or 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 party, except that Service Provider may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

NOTICES

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