Business OVS Document

BUSINESS OVS DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business and operational validation services described herein, and Provider represents that it has the skill, personnel, and capability to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth the terms governing Provider's performance, compensation for services, confidentiality and other obligations of the parties;

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

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below (the "Services"). Provider shall perform the Services in a professional manner in accordance with generally accepted industry standards.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below. All fees are exclusive of taxes, unless otherwise stated. Provider shall be responsible for all taxes imposed on Provider except for taxes on Client's income.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully obtained from a third party without breach of an obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law shall be permitted only after prompt notice to the disclosing party and limited to the minimum required disclosure.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the legal power to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied. Each party agrees to indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period prior to the claim.

7. 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.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated by reference, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. 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 other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction.

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