Business Central Document

BUSINESS CENTRAL DOCUMENT

This Business Central Document (the Agreement) is entered into by the parties identified below as of the Effective Date. Client Name: Service Provider Name:

RECITALS

WHEREAS, Client seeks to engage Service Provider to perform business operations, systems integration, advisory and facilitation services related to the Client's central business functions; and

WHEREAS, Service Provider represents that it has the personnel, experience and capability to perform the services described in this Agreement and agrees to perform such services subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner, in accordance with applicable industry standards. Deliverables, milestones and acceptance criteria shall be documented in writing and attached as exhibits or task orders executed by both parties and incorporated herein by reference.

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider shall issue invoices in accordance with the Payment Schedule. Client shall pay all undisputed amounts within days of invoice receipt.

Overdue amounts shall accrue interest at the lesser of (a) per month or (b) flat fee per late invoice, together with reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date: and expires on the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Upon termination, Client shall pay Service Provider for all services properly performed and reimbursable expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach; provided that termination shall not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical and financial information disclosed by one party to the other, whether disclosed orally, visually, in writing or electronically. Each party shall (a) maintain Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information except to perform obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure without an obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice to the disclosing party and cooperates to seek protective measures.

GOVERNING LAW

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

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement or willful misconduct, subject to any limitations of liability agreed by the parties in writing.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, task orders and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing signed by authorized representatives of both parties.

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