Business Services SWAT M5

Business Services SWAT M5

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

WHEREAS

WHEREAS, Client desires to obtain business services relating to strategic, operational, and tactical advisory support commonly referred to as SWAT services; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the services set forth in this Agreement and agrees to perform such services under the terms and conditions herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

1. Scope of Work

Service Provider shall provide business services described below (the "Services"). The Services shall include deliverables, reporting, and project management tasks necessary to accomplish the objectives set forth by Client. Specific tasks, milestones, acceptance criteria, and any exclusions must be described in the Scope of Work field and shall form part of this Agreement.

2. Deliverables and Acceptance

Service Provider shall deliver the Deliverables set forth in the Scope of Work in accordance with the milestones and schedule specified. Client shall have a reasonable period, not to exceed calendar days to inspect and either accept or provide written notice of rejection with specific deficiencies. Absent timely notice, Deliverables shall be deemed accepted.

3. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of sales, use, transfer, value-added or similar taxes which shall be paid by Client, unless Client provides proof of exemption.

Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall accrue interest at the rate set forth above and may be subject to suspension of Services until payment is made.

4. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above following written notice. Either party may terminate for insolvency, bankruptcy, or where continuation would violate law. Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments incurred prior to termination.

5. Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to its employees, contractors, or advisors who need to know and who are subject to confidentiality obligations no less protective than those herein. The confidentiality obligations shall remain in effect for following termination or expiration of this Agreement.

6. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools; Client shall obtain a perpetual, non-exclusive, non-transferable license to such pre-existing materials only to the extent incorporated in Deliverables. Upon full payment of all fees due for specific Deliverables, Service Provider assigns to Client all right, title and interest in and to Deliverables specifically created for Client under this Agreement, subject to any third-party licenses. Service Provider shall retain the right to use general know-how and lessons learned in the course of performing the Services.

7. Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims resulting from its gross negligence or willful misconduct in connection with the performance of this Agreement. Except for liability arising from willful misconduct or a party's breach of confidentiality or intellectual property obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, special, punitive or incidental damages.

8. Independent Contractor; Insurance

Service Provider is an independent contractor and shall be solely responsible for payment of all taxes, withholdings, and benefits for its personnel. Service Provider shall maintain commercial general liability insurance and professional liability insurance with coverage limits customary in the industry and, upon request, provide certificates of insurance evidencing such coverage.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree that disputes shall be resolved exclusively in the state or federal courts located in that state, unless the parties agree otherwise in writing.

10. Entire Agreement

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

11. Notices

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