Business Services Vera

BUSINESS SERVICES VERA

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

RECITALS

WHEREAS, the Client desires to obtain certain business services from the Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the expertise, experience, and personnel necessary to perform the services described in this Agreement and is willing to provide such services to the Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services.

SCOPE OF WORK

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

PAYMENT TERMS

In consideration for the provision of the services, the Client shall pay the Service Provider the fees and expenses set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and the Client shall be responsible for reasonable collection costs, including attorneys' fees.

Late fee percentage (if different than default):

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for indemnification obligations or breaches of confidentiality, in no event will either party be liable to the other for consequential, incidental, special, punitive or exemplary damages (including lost profits), whether based in contract, tort or otherwise, and whether or not the party has been advised of the possibility of such damages. The aggregate liability of either party for any claim arising under this Agreement will not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other method providing evidence of delivery, to the addresses specified below or to such other address as either party may designate by notice in accordance with this section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of resolving disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and exhibits 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, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' intent.

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