Business CES Document

BUSINESS CES DOCUMENT

This Business CES Document (the "Agreement") is made effective as of and is entered into by and between:

RECITALS

WHEREAS, Client seeks Customer Experience Services (CES) consisting of analysis, recommendations and implementation assistance related to Client's customer engagement processes (the "CES Services"), and Service Provider represents that it has the expertise and personnel to perform such CES Services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will deliver the CES Services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform CES Services as described below and in any attachments executed by the parties. Deliverables shall include written analysis, prioritized recommendations, and implementation support as set out in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in U.S. dollars and are exclusive of applicable taxes unless expressly stated otherwise.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Client shall also pay reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information marked or identified as confidential or that reasonably should be understood to be confidential given its nature. Each party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party provides prompt written notice to permit the disclosing party to seek protective measures.

Upon termination or expiration, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and certify in writing that all such materials have been returned or destroyed.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good-faith negotiation; if unresolved within 45 days, either party may pursue any available legal or equitable remedies.

ADDITIONAL PROVISIONS

Relationship of Parties: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Nothing in this Agreement creates a fiduciary relationship.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work signed 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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