Business Services SSP Agreement

Business Services SSP Agreement

This Business Services SSP Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein. The parties acknowledge that this Agreement establishes the terms and conditions under which Service Provider will perform certain business services for Client.

Parties

Individual Corporation LLC Other

Individual Corporation LLC Other

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialist strategic, systems, and professional (SSP) business services and has represented that it possesses the necessary skills, personnel, and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties desire to record their agreement in writing to define scope, compensation, confidentiality and other material terms.

Scope of Work

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

Payment Terms

Client shall pay Service Provider for the Services as set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorney's fees incurred by Service Provider in collecting past-due amounts.

Term and Termination

The term of this Agreement shall commence on the Commencement Date and continue until the Completion Date or until earlier terminated in accordance with this Section.

Commencement Date:

Completion / End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after the expiration of a cure period of thirty (30) days following written notice of the breach. Termination will not relieve Client of its obligation to pay Service Provider for Services performed and costs incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligations: Each receiving party shall (i) hold Confidential Information in confidence and use at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except as permitted herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and assistance to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of its preexisting intellectual property and any general know-how, processes, or tools used in performing the Services. Where custom work is paid for in full as set forth in this Agreement, ownership of the delivered work product shall transfer to Client upon full payment, subject to any third-party licenses.

Indemnification

Each party shall indemnify and hold the other harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, except to the extent such losses arise from the indemnitee's own negligence or willful misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules.

Entire Agreement

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

Severability and Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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