Business Document A

BUSINESS DOCUMENT A

Parties and Effective Date

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: and Party B: .

Client Name: Contract Administrator:

WHEREAS

WHEREAS, Party A represents that it possesses the experience, personnel and resources necessary to provide the services described herein; and

WHEREAS, Party B desires to engage Party A for such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement in writing, including scope, payment, confidentiality, term and remedies for breach.

Party Information

Scope of Work

Party A shall perform the services described below for Party B in accordance with the terms of this Agreement. Party A warrants that all services will be performed in a professional and workmanlike manner consistent with industry practice.

Payment Terms

As full compensation for the services rendered under this Agreement, Party B shall pay Party A the amounts and according to the schedule set forth below.

Invoices not paid within thirty (30) days of issuance shall accrue interest at the rate specified above, or the maximum rate permitted by law, whichever is lower. Party A may suspend performance for nonpayment after providing ten (10) days' written notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing Advance Notice: days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days following written notice describing the breach.

Upon termination, Party B shall pay Party A for all services performed and all reasonable and documented costs incurred up to the effective date of termination. Rights and obligations that by their nature survive termination shall survive.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, customer lists, technical data, and trade secrets.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party. If the receiving party is required by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the disclosing party to seek protective measures.

The obligations of confidentiality shall continue for Confidentiality Duration: from the date of disclosure; provided, however, obligations with respect to trade secrets shall survive for so long as such information qualifies as a trade secret.

Representations; Indemnity; Insurance

Each party represents that it has full power and authority to enter into this Agreement. Party A agrees to indemnify and hold harmless Party B from any claims arising out of Party A's negligent acts or omissions in performing services, except to the extent caused by Party B's gross negligence or willful misconduct. The indemnifying party's liability shall be subject to applicable law and any limitations set forth in this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration or by a court of competent jurisdiction in that state as elected by the non-breaching party; the prevailing party shall be entitled to reasonable attorneys' fees and costs.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

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