Business Services Wattmonk

BUSINESS SERVICES WATTMONK

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at ; and Client Name: with principal place of business at .

WHEREAS

1. Service Provider is engaged in the business of providing business development, systems integration, advisory, and related professional services, and has the skill and capacity to perform the services described in this Agreement.

2. Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to perform such services subject to those terms.

PARTIES AND CONTACTS

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The work shall include, without limitation, advisory services, project management, technical integration, reporting, and any deliverables mutually agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the performance of the services. All payments are due in U.S. Dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice describing the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (the Discloser) to the other (the Recipient), whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer data, financial information, technical designs, formulas, software, and trade secrets.

The Recipient shall hold Confidential Information in strict confidence, shall not disclose it to any third party except as permitted hereunder, and shall use it solely for the purpose of performing under this Agreement. Recipient shall use 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. Confidential obligations shall continue for a period of three (3) years after termination of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to the final deliverables specifically commissioned under this Agreement upon full payment of all fees due. Service Provider retains ownership of preexisting materials, tools, methodologies, and general know-how used in performing the services, and grants Client a nonexclusive, nontransferable license to such materials only to the extent embedded in the deliverables.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of its own gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 in that State for disputes arising under this Agreement.

GENERAL PROVISIONS

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

Assignment: Neither party may assign its rights or delegate its 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 merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship.

Notices: All notices required or permitted by this Agreement shall be in writing and delivered to the contact addresses provided above or to such other address as either party may designate in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any agreement to which it is a party or applicable law.

Sign Now