Business Services Viking

Business Services Viking

This Business Services Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business services, including but not limited to strategic advisory, operations support, and systems implementation; and

WHEREAS, Client desires to retain Provider to perform certain services described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that the scope, compensation, confidentiality, and governance of their relationship be set forth in writing as follows.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider will carry out the work in a professional manner consistent with industry standards.

Acceptance: Client shall have a period of days from delivery of each deliverable to provide written notice of any non-conformity. Absent timely notice, the deliverable shall be deemed accepted.

PAYMENT TERMS

Compensation: In consideration for the services, Client shall pay Provider the fees set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoicing and Terms: Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured after fifteen (15) days' written notice specifying the nature of the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections relating to payment, confidentiality, indemnity, and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes public through no breach by the receiving party, (ii) was known to the receiving party prior to disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

INDEMNIFICATION AND LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent such claims result from the other party's negligence or breach.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INTELLECTUAL PROPERTY

Work Product: Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to work product specifically created by Provider for Client under this Agreement, subject to Provider's rights in its pre-existing materials and tools. Provider may retain copies of work product for internal recordkeeping and portfolio purposes provided no Confidential Information of Client is disclosed.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments: Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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