Business Services zehe

Business Services zehe

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: and Client: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, advisory and related services and possesses the professional skills and personnel necessary to provide such services to Client; and

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

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties may amend the scope only by a written change order signed by both parties.

Payment Terms

In consideration for the performance of services, Client will pay Service Provider the fees and expenses set forth below. All fees are due in accordance with the schedule below and are payable in U.S. dollars unless otherwise agreed in writing.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services. Service Provider shall provide invoices itemizing fees and expenses; invoices are payable within days of receipt unless otherwise agreed. Late payments shall bear interest at the rate specified above and Service Provider may suspend performance for overdue accounts following ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the completion of the Services or the End Date, whichever occurs first, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for insolvency or receivership of the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by a party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need such information to perform this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive for a period of after termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all ownership in pre-existing materials, tools and methodologies. Upon full payment of fees due for a particular deliverable, Service Provider assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement. Service Provider may retain copies of deliverables for archival and professional recordkeeping purposes.

Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Each party shall maintain insurance customary for its business operations. Each party will indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) 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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if not resolved within sixty (60) days, either party may pursue any available legal or equitable remedies in the courts of the chosen state.

Entire Agreement; Amendments

This Agreement, together with any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment or modification is effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses above, and are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions remain in full force and effect. The parties acknowledge that no third party shall have rights under this Agreement except as expressly provided herein. Headings are for convenience only and do not affect interpretation.

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