Business Service Descriptions

BUSINESS SERVICE DESCRIPTIONS

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein and Service Provider represents that it has the experience, personnel and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, Service Provider agrees to provide the services and deliverables specified in the Scope of Work in exchange for compensation as set forth under Payment Terms; and

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

Scope of Work

Description of Services: The Service Provider shall perform the services and provide the deliverables described below. The scope below sets the substantive obligations, deliverable specifications, and acceptance criteria.

Payment Terms

Compensation: Client shall pay Service Provider for the services and deliverables in accordance with the following terms.

Reimbursable expenses will be:

Taxes: Prices do not include taxes which are the responsibility of the Client where applicable and required by law.

Term and Termination

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

Effect of Termination: Upon termination, Service Provider shall deliver all completed work and Client shall pay for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need access and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach, is lawfully received from a third party, is independently developed, or is required to be disclosed by law (subject to notice to the disclosing party where permitted).

Duration: The confidentiality obligations will continue for years following termination or expiration of this Agreement.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, Service Provider grants to Client a perpetual, worldwide, non-exclusive license to use deliverables delivered under this Agreement for Client's internal business purposes upon full payment. Service Provider retains ownership of pre-existing materials, tools, methodologies and general know-how.

Third-Party Materials: Service Provider will identify any third-party materials and secure necessary licenses; Client shall not be required to accept deliverables encumbered by third-party restrictions not previously disclosed.

Representations and Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. The parties agree to indemnify one another for losses arising from breaches of representations or willful misconduct as set forth below.

Governing Law; Dispute Resolution

Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by arbitration or litigation as selected by the prevailing party in accordance with the parties' written election below.

Entire Agreement and Amendments

Entire Agreement: This Agreement, including all attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendments must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Notices: All notices must be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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