Business Provider Document

Business Provider Agreement

This Business Provider Agreement (the Agreement) is entered into by and between Provider Name: and Client Name: . Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and has represented that Provider possesses the requisite skill, experience and personnel to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client.

Scope of Work

Provider shall perform the services and deliverables as set forth below. The Scope of Work shall describe the specific tasks, deliverables, milestones and acceptance criteria. Any change in scope shall be documented in a written change order and signed by authorized representatives of both parties.

Payment Terms

In consideration for the services performed by Provider, Client agrees to pay Provider the compensation described below. Provider shall submit invoices in accordance with the agreed schedule. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client and are due and payable within days of receipt unless otherwise specified. Late payments shall incur a late fee of , compounded monthly, or the maximum amount permitted by law, whichever is less.

Provider shall be reimbursed for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the services. Client shall reimburse such expenses within days of receipt of supporting documentation.

Term and Termination

Term: This Agreement will commence on and continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any confidential or proprietary information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was already in the Receiving Party's lawful possession without restriction prior to receipt from the Disclosing Party; (c) is lawfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance or enforcement of this Agreement and shall restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information, at the Disclosing Party's option.

Intellectual Property

Unless otherwise agreed in writing, Provider shall retain all intellectual property rights in materials, methodologies, tools and know-how developed or used by Provider in performing the services. Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes, subject to full payment of amounts due. Any third-party software or open-source components included in deliverables shall remain subject to their respective licenses.

Representations; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement; Miscellaneous

This Agreement, including 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. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the parties will negotiate in good faith a substitute, valid provision to effect the intent of the invalid provision.

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