Business Processing Packet

Business Processing Packet

Company Identification

Recitals

WHEREAS, Client Name: seeks to retain the services of Service Provider Name: to perform business process services as described below; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to perform the services and will perform such services in accordance with the terms and conditions set forth in this Business Processing Packet and any exhibits executed by the parties.

Scope of Work

The Service Provider shall perform the following services for the Client. The description below sets out the primary obligations, deliverables, and acceptance criteria. Any change to scope shall be subject to a written change order signed by both parties.

Payment Terms

Total Contract Amount: $. Payment shall be made in accordance with the schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of % per month on the outstanding balance, or the maximum lawful rate, whichever is less. Client shall also reimburse reasonable collection costs and attorney fees incurred to collect past due amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination, subject to any mutually agreed setoffs for unfulfilled deliverables.

Confidentiality

Each party acknowledges that it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information does not include information that is (i) in the receiving party's possession prior to disclosure; (ii) or subsequently becomes publicly available other than through a breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (c) 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.

If Confidential Information is required to be disclosed by law or valid legal process, the receiving party shall provide prompt written notice to the disclosing party to allow it to seek protective relief, and shall disclose only that portion required by applicable law.

Representations and Warranties

Each party represents that it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and that execution of this Agreement will not violate any other agreement to which it is a party. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

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 choice-of-law principles. The parties shall attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within 30 days, the parties may seek any available legal or equitable remedies in the courts of the governing state.

Entire Agreement; Amendments

This Business Processing Packet, together with any exhibits, attachments, and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Compliance and Authorization

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the parties they purport to represent and that all information provided in this packet is true, complete, and accurate to the best of their knowledge. Client agrees to comply with applicable laws and regulations in connection with the use of Service Provider's services.

Acknowledgment

By signing below, the signatories certify under penalty of perjury that they are authorized to bind the respective party and that the information provided in this Business Processing Packet is true and complete. The parties agree to be bound by the terms of this Agreement as of the Effective Date set forth above.

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