GSMLS Business Document

GSMLS Business Document

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business, operational and advisory services as set forth in this Agreement and Service Provider represents that it has the requisite expertise, personnel and facilities to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide those services to Client, including scope, payment, confidentiality and termination provisions; and

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

Service Provider shall supply all personnel, materials and equipment necessary to perform the Services described above in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially alters cost or schedule will require a written Change Order signed by both parties.

Payment Terms

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule above and shall be payable net within days of receipt unless otherwise specified in writing. Late payments shall accrue interest and fees as set forth below.

If any undisputed amount is not paid when due, interest shall accrue at the rate specified above on the outstanding balance from the due date until paid. Payment of interest does not cure any breach of this Agreement.

Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon providing the other party written notice as set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination, plus any non‑cancellable obligations incurred by Service Provider in connection with performance.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly permitted in this Agreement. "Confidential Information" means non‑public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, agents or representatives who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information in accordance with the Disclosing Party's reasonable instructions.

Representations; Insurance; Indemnification

Each party represents and warrants that it has the right, power and authority to enter into this Agreement. Service Provider shall maintain commercially reasonable insurance for the duration of the Term. Service Provider agrees to indemnify and hold harmless Client from and against claims arising from Service Provider's negligence or willful misconduct in performance of the Services, subject to applicable law and the limitations set forth herein.

Governing Law; Dispute Resolution

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 shall seek in good faith to resolve any dispute arising under this Agreement by negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits and written Change Orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or other change of control provided the assignee assumes the assigning party's obligations. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.

Acknowledgement

By signing below, the individuals signing represent that they are authorized to bind the respective party to the terms of this Agreement.

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