Business Services Sweeney

BUSINESS SERVICES SWEENEY

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

RECITALS

WHEREAS, Client requires certain business consulting and operational services in furtherance of Client's business objectives; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

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

SCOPE OF WORK

Services will include performance of the tasks described above, development of deliverables as specified, attendance at meetings as reasonably requested by Client, and providing periodic reports summarizing progress, milestones, and any issues affecting performance. Service Provider will perform the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

Service Provider will submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Payment shall be made by the method specified on the invoice.

If Client fails to pay any undisputed amount when due, Service Provider may suspend performance of Services upon ten (10) days' prior written notice until payment is made. All charges, fees, and expenses reasonably incurred by Service Provider to collect overdue amounts shall be paid by Client.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least prior to the proposed termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client will pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to use Confidential Information solely for the performance of its obligations under this Agreement and to protect such information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that: (a) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (b) is or becomes publicly available through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Upon termination or upon the disclosing party's written request, the receiving party will return or destroy Confidential Information as directed.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of all pre-existing intellectual property and tools, including methodologies, software, and templates, used to perform the Services. Client shall own deliverables specifically created for Client and paid in full, subject to Service Provider's ownership of its general methodologies and pre-existing materials. Service Provider grants Client a non-exclusive, non-transferable license to use any of Service Provider's pre-existing materials only as incorporated in the deliverables for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against all third-party claims, liabilities, damages, and expenses arising from the indemnifying party's breach of this Agreement or negligent or willful acts or omissions in the performance of its obligations. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work expressly incorporated herein, 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 oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, two (2) days after deposit with a nationally recognized overnight carrier, or five (5) days after deposit in the U.S. mail with first-class postage prepaid.

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