RSV Business Services Agreement

RSV Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of Effective Date: , by and between the parties set forth below.

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing business consulting, project management, technical integration, and related professional services and has the skill, experience, and resources to perform the services described in this Agreement; and

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

WHEREAS, the parties intend that the scope, schedule, payment and confidentiality obligations be set forth in this Agreement.

Scope of Work

Provider will perform the services described below for Client in accordance with the terms of this Agreement. Specific deliverables, milestones, acceptance criteria, and any client responsibilities must be described in the Scope of Work.

Payment Terms

Client shall pay Provider the fees and reimburse expenses in accordance with the schedule set forth below. All payments are due in U.S. dollars and are exclusive of taxes, unless otherwise stated.

Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within the Payment Terms. Disputed amounts must be raised in writing within ten (10) business days of receipt of the invoice and the parties shall promptly attempt to resolve the dispute in good faith.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until terminated earlier as provided below.

Start Date:     End Date:

Upon termination, Client shall pay Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Each party shall return or destroy Confidential Information as set forth in this Agreement.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business operations, plans, technical data, trade secrets, customer lists, pricing, software, and other proprietary information, whether disclosed orally, in writing, or by inspection.

The Receiving Party shall (a) hold Confidential Information in strict confidence using reasonable care no less than the care it uses to protect its own confidential information, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of confidentiality do not apply to information that is (i) already known to the Receiving Party at the time of disclosure, (ii) becomes publicly known through no fault of the Receiving Party, (iii) is rightfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Disclosure required by law or regulation is permitted only after prompt notice to the Disclosing Party and reasonable cooperation to seek protective measures.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing materials, tools, methodologies, and intellectual property used in performing the services. Client shall own deliverables that are expressly identified in the Scope of Work as client-owned upon full payment, subject to any third-party license terms and Provider's retained rights to underlying tools and general know-how.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid to 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 jurisdiction selected below without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, including any Schedules and the Scope of Work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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