Business Capabilities Statement

BUSINESS CAPABILITIES STATEMENT & SERVICE AGREEMENT

Company Information

Core Competencies

Differentiators

Past Performance / Representative Projects

Certifications and Codes

WHEREAS

WHEREAS, Client Name: desires to obtain certain services described herein; and

WHEREAS, Contractor Name: represents that it has the capability, personnel and experience to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client effective as of Effective Date: .

Scope of Work

Contractor shall provide services and deliverables as described below. Contractor will perform the work with due professional care, in accordance with industry standards, and within agreed schedules. Specific tasks, deliverables, and acceptance criteria are set forth as follows:

Payment Terms

Compensation for the services described in the Scope of Work shall be as set forth below. All fees are exclusive of taxes unless otherwise specified.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the unpaid balance, plus recovery of reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences 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 written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in any form. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is publicly available through no breach by the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction. Upon termination or upon request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Governing Law

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

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that execution and performance will not violate any other agreement to which it is a party. Contractor further warrants that services will be provided in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, 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 or relating to this Agreement shall not exceed the total amounts paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits or attachments 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign receivables for financing purposes. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The undersigned representatives of the parties certify that they are authorized to execute this Agreement and that the information contained in this Capabilities Statement is true and correct to the best of their knowledge as of the Effective Date.

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