Business Services Swell Agreement

BUSINESS SERVICES SWELL AGREEMENT

This Business Services Swell Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:

Service Provider:

RECITALS

WHEREAS, the Service Provider represents that it has the expertise, personnel, and resources necessary to perform business services including but not limited to consulting, strategy, implementation, and support (the Services); and

WHEREAS, the Client desires to engage the Service Provider to provide the Services and the Service Provider is willing to provide such Services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement define the scope, compensation, confidentiality obligations, and other terms governing their relationship.

SCOPE OF WORK

The Service Provider shall perform the Services described below for the Client. The parties may attach further schedules specifying deliverables, milestones, and acceptance criteria which, if attached, shall be deemed incorporated into this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. Unless otherwise agreed in a written schedule, fees are non-refundable and payable in U.S. dollars.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services performed or expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (Discloser) in connection with this Agreement (Confidential Information). Recipient shall not use Confidential Information except as necessary to perform the Services and shall not disclose Confidential Information to any third party except to its personnel and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in Recipient’s possession prior to receipt from Discloser without obligation of confidentiality; or (c) is required to be disclosed by law or court order, provided Recipient gives prompt notice and cooperates to seek protective measures.

Upon termination or expiration of this Agreement, Recipient shall return or destroy Discloser’s Confidential Information and certify such destruction upon request.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all work product, deliverables, designs, reports and other materials developed by Service Provider specifically for Client under this Agreement (Deliverables) shall be deemed work made for hire and assigned to Client upon full payment of all sums due. Service Provider retains ownership of its general methodologies, know-how, tools, templates, and pre-existing intellectual property used in providing the Services, provided nothing herein limits Client's rights in the Deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for breaches of confidentiality and indemnification obligations, in no event shall either party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding 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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications. No amendment or modification of this Agreement shall be effective unless 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 shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

NOTICES

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 in writing. Notices shall be deemed delivered when received by personal delivery, courier, or confirmed electronic transmission.

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