Business Template Standard

BUSINESS TEMPLATE STANDARD

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Client requires certain business, consulting, or technical services and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, personnel, equipment, and technical competence necessary to perform the services described herein and will perform same in a professional and workmanlike manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Services shall include the tasks, deliverables, milestones, and acceptance criteria set forth by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider for the services described in Section 1 in accordance with the following terms.

All payments are exclusive of taxes. Client shall be responsible for all applicable taxes arising from the transactions contemplated by this Agreement, excluding taxes based on Service Provider's net income.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party with at least days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, subject to any offsets for material breaches by Service Provider.

4. CONFIDENTIALITY

"Confidential Information" means all non-public business, technical or financial information disclosed by either party to the other, whether disclosed orally, visually or in writing. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was known by the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) restrict disclosure to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. These obligations shall survive termination of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and general methodologies. Client shall receive a perpetual, non-exclusive license to use deliverables created specifically for Client under this Agreement, subject to full payment. The parties shall execute any documentation reasonably necessary to effectuate such ownership and license arrangements.

6. INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is responsible for all taxes, insurance and benefits for its personnel. Service Provider shall maintain insurance coverage appropriate to the services provided and shall, upon request, provide certificates of insurance.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct. Except for claims arising from a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total amounts paid to Service Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

8. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

10. ENTIRE AGREEMENT

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

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail, or by nationally recognized overnight courier.

12. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the parties' original intent.

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