Business SWS Document

BUSINESS SWS DOCUMENT

This Business Services and Work Statement Agreement (the Agreement) is made as of Effective Date: by and between Client Name: (\"Client\") and Service Provider Name: (\"Provider\"). The Client and Provider are each a Party and collectively the Parties.

WHEREAS

WHEREAS, the Client desires to retain the Provider to perform certain services and deliverables as described in this Agreement; and

WHEREAS, the Provider has the requisite experience, qualifications and capacity to perform the services in accordance with the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms, scope, compensation and other provisions governing the Provider’s engagement.

SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. The Scope of Work shall include all tasks, milestones and deliverables reasonably necessary for completion unless otherwise agreed in writing.

PAYMENT TERMS

In consideration for the services, Client shall pay Provider the compensation specified below pursuant to the schedule and conditions set forth. All payments are due in U.S. Dollars unless otherwise agreed.

All undisputed invoices not paid within the agreed payment terms shall accrue the Late Payment Fee set forth above. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Provider to collect late payments.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination. Upon termination, Provider shall deliver work in progress and Client shall pay all undisputed amounts due within thirty (30) days.

CONFIDENTIALITY

Each Party acknowledges that during performance it may receive Confidential Information of the other Party. \"Confidential Information\" means non-public business, technical, financial, and other information identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall (a) hold Confidential Information in confidence and not disclose it except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein; (b) use Confidential Information solely for performance under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the recipient prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party’s Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

Notices shall be in writing and shall be deemed received when delivered personally, by certified mail, or by nationally recognized overnight courier to the notice addresses provided above, or to such other address as a Party may specify in writing.

ADDITIONAL PROVISIONS

Relationship of the Parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship between the Parties. Provider shall be solely responsible for taxes and benefits applicable to its personnel.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a Party's breach of confidentiality, neither Party shall be liable for incidental, indirect, consequential, special, punitive or exemplary damages even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising out of this Agreement shall not exceed the total compensation paid by Client to Provider under this Agreement.

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