Kris Business Services Agreement

KRIS BUSINESS SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including but not limited to consulting, administrative support, marketing, and operational advisory services, and represents that it has the skill, personnel and resources to perform the Services described herein;

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services under the terms herein.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The parties acknowledge that specific tasks, deliverables, milestones and acceptance criteria will be set forth in writing and may be appended as attachments to this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following payment terms and schedule.

TERM AND TERMINATION

The term of 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 by giving written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of breach.

CONFIDENTIALITY

The parties acknowledge that in connection with the performance of this Agreement each party may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed orally, in writing or by inspection that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INSURANCE

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 shall be responsible for payment of all payroll, employment taxes, and other withholding obligations. Service Provider shall maintain insurance appropriate to the Services to be performed and shall provide proof of such insurance upon reasonable request.

LIMITATION OF LIABILITY

Except for a party's willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, indirect or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work executed pursuant to this Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. Any amendment or modification must be in writing and signed by an authorized representative of each party.

CONTACT AND NOTICE INFORMATION

ADDITIONAL TERMS

Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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