Business Services SV524349

Business Services SV524349

Parties and Effective Date

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

Recitals

WHEREAS, Service Provider possesses specialized experience and expertise in the provision of business services described herein and is willing to provide such services to Client pursuant to the terms of this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described in the Scope of Work in reliance on Service Provider's representations, and Service Provider agrees to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the complete terms governing their relationship with respect to Business Services SV524349.

Scope of Work

Service Provider shall provide the services, deliverables, milestones, and acceptance criteria described below. The Scope of Work may be modified only by a written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider in consideration for the services rendered under this Agreement in accordance with the following terms.

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise agreed in writing. Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all reasonable collection costs.

All fees are exclusive of taxes. Client is responsible for payment of all sales, use, value-added and similar taxes, however designated, arising from the performance of this Agreement, excluding taxes on Service Provider's net income.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance under this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The Receiving Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure of Confidential Information to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that is (a) or becomes publicly available other than by breach of this Agreement, (b) already known to the Receiving Party without restriction at the time of disclosure, (c) rightfully received from a third party without duty of confidentiality, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

Indemnification and Limitation of Liability

Service Provider shall indemnify and hold Client harmless from third-party claims to the extent arising from Service Provider's gross negligence or willful misconduct in performing the services. Except for willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, exemplary, or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days after commencement of such negotiations, the parties may pursue any available legal or equitable remedies in the courts of the chosen state.

Entire Agreement; Amendments

This Agreement, including any attached schedules or written change orders executed by authorized representatives of 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 oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture between them.

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