Business Agreement SCHARF USELECT

BUSINESS AGREEMENT SCHARF USELECT

This Business Agreement SCHARF USELECT (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider offers software, services, consulting and related deliverables branded and operated as SCHARF USELECT and possesses the personnel, technical capability, and expertise to perform the services set forth in this Agreement; and

WHEREAS, Client desires to engage Provider, and Provider desires to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the terms set forth below will govern their rights and obligations with respect to the services, deliverables and payments described herein.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the standards of care customarily exercised by competent professionals performing similar services. The specific tasks, milestones, and acceptance criteria are set forth in the Scope of Work field.

PAYMENT TERMS

Client will pay Provider for the services performed and deliverables delivered as follows. All amounts are stated in United States dollars unless otherwise indicated.

Invoices will be submitted by Provider and are due and payable within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less.

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 providing written notice to the other party at least prior to the intended termination date. 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 specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that:

(a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care, shall not disclose Confidential Information to any third party except as expressly permitted herein, and shall use Confidential Information only to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any actions arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, agency or joint venture relationship. Provider shall be solely responsible for withholding and paying any taxes or other charges arising from payments made under this Agreement.

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

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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