Business Service Documentation

BUSINESS SERVICE DOCUMENTATION

This Business Service Documentation (the "Agreement") is made effective as of by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses expertise and experience in performing the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services on those terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms.

Invoices shall be due and payable within days of receipt, unless otherwise stated in an executed statement of work. Payments not received when due shall accrue interest at the rate of . Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by written confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without reliance on the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief. Upon termination of this Agreement, receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party and certify destruction if requested.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work, exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral, relating thereto. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier service, or three (3) business days after deposit in the U.S. mail, certified mail, return receipt requested.

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