Business Scope Agreement

BUSINESS SCOPE AGREEMENT

This Business Scope Agreement (the Agreement) is entered into as of Day: Month: Year: (Effective Date) by and between:

RECITALS

WHEREAS, Client requires certain professional services and deliverables described herein and has engaged Service Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described in this Agreement and agrees to provide such services in a timely and professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality, and other material provisions governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below in accordance with the standards, milestones, and acceptance criteria set forth in this Agreement. The parties may amend this Scope of Work only by a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider the fees and expenses specified below. All payments shall be made in lawful currency, free of set-off, and in accordance with the following terms:

Invoices shall be submitted in writing and shall itemize services performed and expenses incurred. Unless otherwise agreed in writing, payments not received within the Payment Due period shall accrue a late fee of: % per month, with a minimum late charge of . Interest on overdue amounts shall compound monthly and the remedies are cumulative.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if the breaching party fails to cure within 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 through the effective date of termination.

If checked, this Agreement will renew automatically for successive periods of months unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any Confidential Information received from the other party (Discloser). "Confidential Information" includes non-public business, technical, financial and other proprietary information disclosed in written, oral or electronic form. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) is rightfully received by Recipient from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice and cooperates in any protective procedures.

Recipient shall use Confidential Information solely for performance under this Agreement, shall limit access to employees and contractors with a need to know, and shall require such persons to be bound by confidentiality obligations no less protective than those herein. Upon termination or upon Discloser's request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has complied.

INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees paid under this Agreement during the preceding twelve (12) months.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits and written amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No modification shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its obligations without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes obligations hereunder.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Headings are for convenience only and shall not affect interpretation.

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