Business Services Vanishing Point

BUSINESS SERVICES VANISHING POINT

Parties and Recitals

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

WHEREAS, Service Provider maintains expertise in delivering business services related to operational optimization, creative design, logistics coordination, and such other services as may be agreed by the parties; and

WHEREAS, Client desires to engage 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 promises set forth below, the parties agree as follows.

Scope of Work

Payment Terms

Client agrees to pay Service Provider the total fee of for the services set forth in this Agreement, subject to the schedule and conditions below.

Invoices shall be sent by Service Provider upon delivery of each invoiced milestone. Unless otherwise agreed in writing, Client shall remit payment within days of receipt of a proper invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning on the first day after the due date, and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver all work in progress to Client following receipt of such payment.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information, whether oral, written or electronic, 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 shall: (a) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and tools used in providing the services. All deliverables specifically prepared for Client under this Agreement shall be deemed "Work Product." Upon full payment, Service Provider assigns to Client all right, title and interest in the Work Product. Service Provider reserves the right to use anonymized or aggregated data and techniques developed during performance for general business purposes.

Representations, Warranties and Limitations

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

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 agreements, proposals, 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.

Independent Contractor; Assignment

Service Provider is an independent contractor. 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 that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Notices

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that comes close to the economic intent of the invalid provision.

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