Business Services SST

Business Services SST

Parties

Recitals

WHEREAS, Client Name: desires to procure business services from Service Provider Name: ; and

WHEREAS, Service Provider has the professional capability and agrees to perform the services described below under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description is intended to define key responsibilities and is not exhaustive; changes to scope shall be made only by written amendment in accordance with this Agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services. All fees are exclusive of applicable taxes unless otherwise stated.

One-time payment due within days of invoice.

Milestone payments as follows:

Overdue amounts shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly and compounded monthly from the due date until paid.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

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 that is not cured within days after written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages arising from the breach.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical, financial, customer, and other proprietary information marked or identified as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known by the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as permitted by law.

Notices

Notices under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses below or to such other address as either party designates in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Agreement.

Limitation of Liability

Except for breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

Entire Agreement

This Agreement, including any attachments and written amendments, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification shall be binding unless in writing and signed by authorized representatives of both parties.

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, except to a successor by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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