Business Services STA

Business Services STA

This Business Services Standalone Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider").

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider represents that it has the professional capability and resources to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties intend by this Agreement to establish the scope, payment terms, confidentiality obligations and other material provisions governing the provision of services and the protection of Confidential Information exchanged in connection with such services.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the scope of work shall require a written change order signed by both parties setting forth adjustments to schedule, fees and deliverables.

Payment Terms

Fixed fee for the scope described above

Time and materials at agreed rates; invoiced monthly

Invoices shall be issued in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. All payments are due in the currency agreed and are exclusive of taxes and duties which are the responsibility of Client unless agreed otherwise in writing.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by Applicable Law. In addition, Service Provider may suspend performance for undisputed amounts not paid within days after written notice.

Term and Termination

This Agreement commences on the Commencement Date: and continues until the Completion 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 remains uncured for thirty (30) days after written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Upon termination, Service Provider will deliver all work in progress and Client will pay all undisputed amounts due for work performed to the date of termination. Sections concerning confidentiality, indemnification, payment for accrued obligations and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that, at the time of disclosure, is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information which: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by Receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Confidential obligations shall survive for years following termination or expiration of this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising out of this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral, relating to its subject matter.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship. Service Provider is solely responsible for payment of wages, taxes and benefits for its employees and contractors.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense and control of such claim.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices and Addresses

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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