Jersey Business Services Agreement

Jersey Business Services Agreement

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

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, qualifications, and personnel necessary to perform such services in a professional manner;

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

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and related deliverables described below.

Scope of Work

Service Provider shall perform the services and produce the deliverables described below in accordance with the terms of this Agreement. The scope may include project planning, advisory services, implementation, reporting, and other tasks as agreed in writing.

Payment Terms

Client shall pay Service Provider in accordance with the fee structure set forth below for services rendered and for approved reimbursable expenses. All fees are exclusive of taxes unless otherwise stated.

All undisputed amounts shall be paid within the period set forth in the Payment Schedule following Client's receipt of a proper invoice. If Client disputes an invoice in good faith, the undisputed portion remains due and payable. Service Provider may suspend performance for payments overdue beyond thirty (30) days after written notice.

Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work in progress and invoices for work performed through the termination date. Client shall pay Service Provider for all undisputed services performed through the effective date of termination in accordance with Payment Terms.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, pricing, financial data, technical information, and client lists. The recipient shall (i) hold such Confidential Information in confidence using at least the same degree of care as it uses to protect its own similar information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as permitted herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that is: (a) publicly known through no breach by recipient; (b) already known by recipient prior to disclosure as evidenced by written records; (c) rightfully received from a third party without restriction; or (d) independently developed by recipient without reference to Confidential Information. Disclosure required by law or valid order is permitted provided the recipient gives prompt written notice to the disclosing party and cooperates in seeking protective measures.

Independent Contractor; No Employment

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership, or agency relationship. Service Provider is solely responsible for all taxes, withholdings, insurance, and other obligations arising from its performance of services.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to deliverables created specifically for Client under this Agreement (excluding Service Provider's pre-existing tools, methodologies, and know-how). Client receives a worldwide, perpetual license to use such deliverables for its internal business purposes. Service Provider retains the right to use general skills, knowledge, and experience acquired during performance of the services.

Limitation of Liability

Except for liability arising from fraud, willful misconduct, or a party's breach of its confidentiality or intellectual property obligations, 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 out of 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

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Jersey for the resolution of disputes arising under this Agreement.

Notices

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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