Business Services Xantium

BUSINESS SERVICES XANTIUM

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the skills, personnel, and resources necessary to perform the services described in this Agreement; and

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

WHEREAS, the parties wish to set forth their respective rights and responsibilities with respect to such services effective as of (the Effective Date).

Scope of Work

Service Provider shall perform the services described below (the Services). Service Provider will provide the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in lawful currency of the jurisdiction specified in Governing Law and are exclusive of taxes unless otherwise stated.

Unpaid amounts shall accrue interest at the rate specified above, compounded monthly, or if no rate is specified, at the maximum rate permitted by applicable law. Client is also responsible for reasonable collection costs, including attorneys' fees.

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 delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within 15 days after receipt of written notice.

Upon termination, Client shall pay Service Provider for all Services performed and unreimbursed expenses incurred through the effective date of termination. All licensed rights granted or delivered materials shall be handled as set forth in the Confidentiality and Return of Materials clauses below.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving 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. Confidential Information includes but is not limited to business plans, technical data, trade secrets, customer lists, pricing information and proprietary software.

The Receiving Party shall (a) hold the Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) not use Confidential Information except to perform its obligations under this Agreement.

The obligations in this clause do not apply to information that: (i) is or becomes publicly available through no wrongful act of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination or upon written request, the Receiving Party shall promptly return or certify destruction of Confidential Information and all copies.

The confidentiality obligations shall survive termination of this Agreement for the period specified above or for such longer period as required by law.

Independent Contractor

The parties agree that Service Provider is an independent contractor. Service Provider and its personnel are not employees, agents, partners or joint venturers of Client. Service Provider is responsible for all taxes, withholdings and other statutory obligations arising from compensation paid under this Agreement.

Warranties and Liability

Service Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable for indirect, incidental, special, punitive or consequential damages arising out of or related to this Agreement. Service Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the 12 months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of laws principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If unresolved, disputes shall be resolved in the courts located in the chosen jurisdiction.

Entire Agreement

This Agreement, including any exhibits and attachments, 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 must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other. Notice is effective upon delivery if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Sign Now