Business Services Waterstone

Business Services Waterstone

This Business Services Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth herein, and Service Provider represents that it has the experience, personnel, and resources to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide business services to Client, including scope, payment, confidentiality, term, and other material provisions governing their relationship.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. The parties agree that the scope may be amended only by written change order signed by both parties.

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the rates, amounts and schedule set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Payment structure (select applicable): Fixed fee Time and materials

All payments shall be made to Service Provider at the address specified above unless otherwise agreed in writing. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, electronic or other form, 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. Confidential Information includes, without limitation, business plans, pricing, client lists, technology, and trade secrets.

The receiving party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than performing obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession 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. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that its services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Service Provider from and against third-party claims arising from Client's breach of this Agreement or misuse of deliverables.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the same jurisdiction.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in a writing signed by authorized representatives of both parties.

8. MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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