Business Contract Services

BUSINESS CONTRACT SERVICES

This Business Contract Services Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client requires certain business services and expertise as described in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and personnel necessary to perform the services described herein and will perform such services in accordance with professional standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described in this Section (the "Services"). The Services shall include, without limitation, the deliverables, milestones, and acceptance criteria set forth below. Any change to the Scope of Work must be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the terms below. All payments are subject to the acceptance provisions in the Scope of Work and any approved change orders.

Invoices shall be due within days of invoice receipt. Overdue amounts shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination nor affect remedies for prior breaches.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party; is rightfully received from a third party without restriction; is independently developed by the receiving party; or is required to be disclosed by law, provided the disclosing party is given prompt written notice to seek protective relief.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product developed specifically for Client in the performance of the Services (the "Work Product") shall be deemed work made for hire and assigned to Client upon full payment. Service Provider shall retain ownership of preexisting intellectual property and tools, including methodologies, know-how, and templates, and grants Client a nonexclusive, nontransferable license to use such preexisting materials included in the deliverables solely as incorporated in the Work Product.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Service Provider's total liability for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special, punitive or exemplary damages.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Service Provider shall comply with all applicable laws, regulations, and industry standards in performing the Services and shall obtain and maintain any necessary licenses, permits, and insurance.

Notices

All notices under this Agreement shall be in writing and delivered to the contact information below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt.

Governing Law; Entire Agreement

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

This Agreement, including all exhibits and signed amendments, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Headings are for convenience only and shall not affect interpretation.

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