Business Services Swift

BUSINESS SERVICES SWIFT

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into on (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, process optimization, and related deliverables; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider will perform the professional services described below and deliverables will be provided in accordance with any schedule set forth in this Agreement or as otherwise agreed in writing by the parties.

2. Payment Terms

Client agrees to pay Service Provider as follows. All amounts are payable in United States currency unless otherwise agreed in writing.

Client is responsible for reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in the performance of services. Service Provider shall obtain prior written authorization for any expense exceeding .

3. Term and Termination

This Agreement commences on the Effective Date and shall continue until terminated as provided herein.

4. Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in any form 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.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound to confidentiality obligations no less restrictive than those in this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by the receiving party without use of Confidential Information.

Compelled Disclosure: If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party with prompt written notice to permit the disclosing party to seek protective relief and shall cooperate in any reasonable protective measures.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property, methodologies, tools, templates, and know-how. Subject to Client's payment in full of all fees due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any third-party materials provided under license to Service Provider remain subject to their original licensing terms.

6. Representations, Warranties and Indemnification

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials or Client's misuse of deliverables. Service Provider's liability arising out of or related to this Agreement shall be limited to the amount of fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to liability.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work signed by both parties, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall 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 to an affiliate or in connection with a change of control. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

Acknowledgement

The parties acknowledge that they have read and understand this Agreement, accept its terms, and have executed this Agreement by their duly authorized representatives.

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