Business Services STIIX Agreement

Business Services STIIX Agreement

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

Recitals

WHEREAS, Client seeks to obtain certain business services related to payment facilitation, integration, or operational support consistent with Client's business needs; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources to provide such services and is willing to perform the services under the terms and conditions set forth in this Agreement.

Scope of Work

Service Provider will perform the services described below and any ancillary tasks reasonably necessary to accomplish those services. Services shall include, but are not limited to, the deliverables and milestones described in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services performed under this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All invoices shall itemize hours, rates, expenses, and applicable taxes. Client shall pay undisputed invoices within the agreed payment terms. Undisputed late payments shall accrue interest at the rate set forth above and Service Provider may suspend performance after providing ten (10) days' prior written notice of intent to suspend.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may also terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Recipient") shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Discloser") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

The Recipient shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Confidential obligations survive termination of this Agreement for years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used to perform the services. Client shall own the final deliverables specifically created for Client under this Agreement upon full payment of all fees due, subject to Service Provider's underlying intellectual property and residual knowledge. The parties shall negotiate and document any license grants required for Client's ongoing use.

Limitation of Liability

Except for liabilities arising from willful misconduct, gross negligence, or breach of confidentiality or IP ownership, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense at the indemnifying party's expense.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given on the date delivered if delivered by hand or electronic confirmation of transmission, or three (3) days after mailing by certified mail.

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.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations. Any amendment to this Agreement must be 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 will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets.

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