Business Services Tubular

BUSINESS SERVICES TUBULAR

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: with a principal place of business at , and Client: with a principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized tubular business services, including consulting, analysis, and implementation of tubular operations and processes; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following payment provisions. All amounts are payable in lawful currency unless otherwise agreed in writing.

Any past-due amount shall accrue interest at the lesser of the maximum rate permitted by law or % per month (or the maximum legal rate if lower), plus reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:     End Date:

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

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations under this Section shall survive termination of this Agreement for a period of years.

Parties agree that confidentiality obligations set forth above are mutual.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing materials and general methodologies. Client shall own deliverables specifically created for Client and paid in full under this Agreement, subject to Service Provider's rights in any underlying tools, templates, or know-how. Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND SERVICE PROVIDER's AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE PRIOR SIX (6) MONTHS.

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any schedules or attachments 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, negotiations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

10. 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 this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship.

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