Business SCO Document

BUSINESS SCO DOCUMENT

This Business SCO Document (the "Agreement") is made effective as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client seeks professional services to analyze, redesign and optimize the Client's supply chain operations, inventory management and order fulfillment processes (collectively, the "SCO Services"); and

WHEREAS, Service Provider represents that it has the personnel, technical capability and experience necessary to provide the SCO Services and desires to perform such Services for Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, compensation and other material terms with respect to the engagement.

SCOPE OF WORK

Service Provider will perform the SCO Services as described below. The Services include analysis, recommendations and implementation support as agreed in writing by the parties. Any additional work outside this Scope of Work shall require a separate written change order signed by both parties.

PAYMENT TERMS

Compensation for Services shall be as follows. Client shall pay Service Provider the fees set forth below in consideration for performance of the SCO Services. All fees are exclusive of taxes and disbursements unless otherwise stated.

Example schedule:

In addition to late fees, Service Provider may suspend performance for any invoice unpaid more than days following written notice of nonpayment. Client remains responsible for all costs, including collection fees and interest.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non‑public information disclosed 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.

The receiving party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure to its employees, agents or contractors who have a need to know and are bound to confidentiality obligations no less protective than those herein, and (iii) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party, is rightfully received from a third party without restriction, is independently developed without use of Confidential Information, or is required to be disclosed by law or valid legal process provided the disclosing party is given prompt notice to seek protective relief.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and written change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

MISCELLANEOUS PROVISIONS

Neither party shall assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to bind such party.

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