Business Services TWAX

Business Services TWAX

This Business Services Agreement ("Agreement") is entered into by and between the parties identified below as of the Effective Date.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and technical advisory services; and

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

WHEREAS, the parties intend that the services be provided in accordance with the Scope of Work attached and incorporated into this Agreement.

Scope of Work

Service Provider shall perform the work described below and any tasks reasonably necessary to accomplish the described work. The parties may amend the Scope of Work in writing by mutual agreement.

Payment Terms

In consideration of the Services performed, Client shall pay Service Provider the fees and expenses set forth in this section. All fees are stated in U.S. dollars unless otherwise specified.

Late payments shall bear interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition, Client shall pay a late charge of for any invoice unpaid more than days after the invoice date.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or until terminated as provided below.

Effective Date:    Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

Confidentiality

Each party (a "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser"). "Confidential Information" means business, technical and financial information, and any non-public materials that a reasonable person would understand to be confidential under the circumstances.

The obligations in this section shall not apply to information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to Recipient prior to disclosure as evidenced by written records; (c) is lawfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as such information qualifies as a trade secret under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes upon full payment of fees due.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. SERVICE PROVIDER'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within such state.

Notices

All notices required or permitted hereunder shall be in writing and sent to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Execution of this Agreement by electronic signature shall be deemed effective for all purposes and shall have the same force and effect as an original handwritten signature.

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