Business Package MA

BUSINESS PACKAGE MA

Parties

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name:

Recitals

WHEREAS, Client engages Provider to perform certain business services and deliverables described further in this Agreement; and

WHEREAS, Provider has represented that it has the experience, personnel and resources necessary to provide such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client, as set forth herein.

Scope of Work

Provider shall perform the services and deliverables described below. Provider will provide personnel, equipment and materials necessary to complete the work, and shall perform in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are exclusive of taxes unless otherwise stated.

Invoices are due in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Provider shall submit itemized invoices and, where applicable, supporting documentation.

Late Payments: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Provider shall cease performance and submit a final invoice for services performed through the effective date of termination. Client shall pay all undisputed amounts for services rendered and reimbursable expenses accrued through the effective date. Within ten (10) days following termination, each party shall return or destroy the other party's Confidential Information as required by this Agreement.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient), whether oral, written or electronic, 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 business plans, customer data, pricing, trade secrets and technical information.

Obligations: Recipient shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient shall implement reasonable safeguards to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Recipient; (ii) was already known to Recipient without restriction at the time of disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Remedies and Survival: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that injunctive relief may be necessary. Confidentiality obligations survive termination of this Agreement for years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts for the resolution of disputes arising under this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below (or such other addresses as a party may designate by notice):

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