Business SDD Document

Business Service Description and Delivery Agreement

This Business Service Description and Delivery Agreement (the Agreement) is entered into as of (Effective Date) between:

Parties

Recitals

WHEREAS, Client desires to obtain and Provider agrees to deliver the services described herein in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement document the scope, schedule, compensation and delivery obligations applicable to the services and allocate responsibilities, risk and remedies between the parties;

WHEREAS, the parties have the authority to enter into and perform their obligations under this Agreement and desire to be legally bound.

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the schedule and acceptance criteria set forth. Provider shall supply qualified personnel, materials and resources necessary to perform the services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for provision of the services. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Provider to Client no later than days after completion of the applicable milestone. Client shall pay each undisputed invoice within days of receipt.

Late payments shall accrue interest at the lesser of (a) a fixed late fee of dollars per invoice, or (b) an interest rate of per month on the outstanding balance, calculated daily and compounded monthly.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until (Term).

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 breach. Additionally, Client may terminate for convenience upon days' prior written notice to Provider, subject to payment of fees for work performed and reasonable wind-down costs.

Confidentiality

Each party (Recipient) shall hold in confidence and not disclose any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. Confidential Information includes all non-public information marked as confidential and business, technical, pricing and customer information disclosed in connection with this Agreement.

The obligations of confidentiality do not apply to information that (a) is or becomes publicly known through no fault of Recipient, (b) was rightfully known by Recipient prior to disclosure, (c) is independently developed by Recipient, or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates to seek protective measures.

Representations, Warranties & Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to submitting any controversy to litigation or arbitration.

Entire Agreement

This Agreement, together with any exhibits and 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, representations, and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor by merger or sale of substantially all assets.

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