Business Services W24027

BUSINESS SERVICES W24027

This Business Services Agreement (the Agreement) is entered into on the Effective Date below by and between the parties identified herein. Effective Date:

Parties

Recitals

WHEREAS, Service Provider represents that it has the professional capability and expertise to provide the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services upon the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below and any related deliverables reasonably necessary to accomplish the stated objectives. Service Provider will perform services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the performance of services. Fees are exclusive of applicable taxes unless otherwise stated.

Service Provider will submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall incur interest as set forth below.

Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of services. All reimbursements shall be supported by receipts or other documentation.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date or completion of the Services.

Start Date:     End Date:

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 for material breach if the breach is not cured within thirty (30) days after receipt of written notice.

Confidentiality

Each party shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with the performance of this Agreement (Confidential Information). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; or (iii) is independently developed without reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction upon request.

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 disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments 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 oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets so long as the assignee assumes Service Provider's obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with the United States Postal Service, postage prepaid, certified mail.

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