Business Services VASV

Business Services VASV

This Business Services Agreement (the "Agreement") is made effective as of the Effective Date set forth below by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client seeks to engage Service Provider to perform certain value-added business services, including advisory, implementation, and ongoing support services described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services and Client will pay for the services;

1. Definitions

For purposes of this Agreement, "Deliverables" means any written, electronic, or tangible work product delivered by Service Provider to Client under this Agreement. "Confidential Information" has the meaning set forth in Section 6.

2. Scope of Work

Service Provider shall perform the Scope of Work in a timely, professional manner in accordance with agreed milestones and deliverables. Any material changes to the Scope of Work shall be set forth in a written change order executed by both parties, which will include adjustments to schedule, fees, and any other affected terms.

3. Payment Terms

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt, unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower) from the due date until paid in full. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

4. Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Ownership of Work Product, and Governing Law shall survive termination.

5. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand 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 through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) was independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. If disclosure is compelled by law, the receiving party shall provide prompt written notice to permit the disclosing party to seek protective relief.

6. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title, and interest in the Deliverables created specifically for Client under this Agreement. Service Provider retains all rights in its pre-existing materials, tools, methodologies, templates, and know-how ("Retained Materials"). To the extent Deliverables incorporate Retained Materials, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Retained Materials solely as incorporated in the Deliverables for Client's internal business purposes.

7. Warranties; Disclaimer

Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES. WITHIN THE FOREGOING LIMITS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

9. Notices

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth above or to such other address as a party may designate by notice to the other.

10. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

11. Entire Agreement; Amendments

This Agreement, including any exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

12. 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 and nothing in this Agreement creates a 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.

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