Business Services Wier and Assoc

BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is made as of , (Effective Date), by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, and related professional services to commercial clients; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Total Fee of $ for the services described in this Agreement, subject to the payment schedule below.

Invoices shall be submitted to Client and are due and payable within days of receipt. Late payments will incur interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law.

All amounts are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other taxes imposed on the transactions contemplated by this Agreement, except for taxes based on Service Provider's net income.

TERM AND TERMINATION

The term of this Agreement shall commence on , (the Start Date) and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Discloser). "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was known by Recipient without restriction prior to disclosure by Discloser as evidenced by written records; (c) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

Recipient shall use Confidential Information solely for the performance of this Agreement and shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property, tools, templates, and methodologies. Upon full payment of fees due hereunder, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables specifically identified in the applicable statement of work for Client's internal business purposes. Any modifications, derivatives, or enhancements created under this Agreement shall be owned by .

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be responsible for all taxes and benefits for its personnel. Service Provider shall maintain commercially reasonable insurance coverage appropriate for the services provided and, upon request, shall provide evidence of such insurance to Client.

INDEMNIFICATION 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 gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Agreement, together with any attached statements of work or 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, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

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