Business Service Description

BUSINESS SERVICE DESCRIPTION

This Business Service Description (the Agreement) is entered into as of the Effective Date set forth below by and between:

Service Provider Name:

Client Name:

Effective Date:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing the professional services described herein and possesses the expertise and resources necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client in accordance with those terms and conditions.

SCOPE OF WORK

Description of Services and Deliverables:

PAYMENT TERMS

Client shall pay Service Provider for services performed as follows.

Service Provider will submit invoices to Client. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Unpaid amounts past the due date shall incur a late fee of on the outstanding balance, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date and continues in effect until End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon material breach by the other party if the breach is not cured within 15 days after written notice of such breach.

Upon termination, Client will pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive or have access to 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.

Each party agrees: (a) to use Confidential Information solely to perform its obligations under this Agreement; (b) to limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is publicly available other than by breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully obtained from a third party without restriction.

I acknowledge and agree to comply with the Confidentiality provisions of this Agreement.

CHANGES AND CHANGE ORDERS

Any changes to the Scope of Work, schedule, or fees shall be documented in a written change order signed by both parties. Service Provider is not required to perform work outside the Scope of Work absent a fully executed change order.

INSURANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider shall maintain insurance customary for the services provided. Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

EXPENSES

Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the performance of services. Reimbursable expenses require itemized receipts and will be billed in the next regular invoice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business.

The parties acknowledge that Service Provider will perform services as an independent contractor.

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