Business Service Choice Template

Business Service Choice Template

This Business Service Choice Template (the "Agreement") is entered into as of by and between Client Name: with its principal place of business at , and Service Provider Name: with its principal place of business at .

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services described herein and to select from a menu of service options and pricing structures (the "Services");

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to perform the Services in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Service Selections

The Client elects the following Services to be provided by Provider (select all applicable options and, if needed, specify custom details in the Scope of Work):

Consulting and advisory services

Implementation and project management

Ongoing support and maintenance

Custom services (describe below)

Payment Terms

Total Fee: $ (the "Fee"). Unless otherwise specified in writing, Fee covers only the Services selected above.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, plus a late payment charge of $ to cover administrative costs.

Unless expressly agreed otherwise, Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services. Reimbursable expenses must be invoiced with supporting documentation within thirty (30) days of being incurred.

Term and Termination

Term Commencement Date: . Term Expiration Date: , unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not include information that is (a) already known to the recipient without restriction, (b) publicly available through no fault of the recipient, (c) rightfully received from a third party without breach of an obligation of confidentiality, or (d) independently developed by the recipient without use of the disclosing party's Confidential Information.

The recipient may disclose Confidential Information to the extent required by law or court order provided that, where permitted, the recipient gives the discloser prompt notice and reasonable cooperation to seek protective relief.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall own all deliverables specifically created for Client under this Agreement upon full payment of all amounts due; Provider hereby assigns to Client all right, title and interest in such deliverables, subject to Provider's rights in its pre-existing materials and general know-how.

Representations; Warranties; Liability

Each party represents that it has the full right and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period 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 rules regarding conflicts of law.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect. No delay or failure to exercise any right shall constitute a waiver. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be effective as originals.

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