Business Service Overview

BUSINESS SERVICE OVERVIEW

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, implementation, and support as further described below; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth herein and Service Provider agrees to perform such services under the terms and conditions of this Business Service Overview and the General Business Agreement provisions contained herein;

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

Scope of Work

Payment Terms

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

All amounts are payable in U.S. dollars unless otherwise agreed in writing. Client shall be responsible for any taxes, duties, or assessments imposed on payments under this Agreement, except taxes based on Service Provider's net income.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until the completion of the services described in the Scope of Work or until the End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, or electronic, 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 (i) use Confidential Information only for the purposes of performing or receiving services under this Agreement; (ii) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

Duration: The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, or longer to the extent required by applicable law for trade secrets or other specially protected information.

Additional Provisions

Independent Contractor: Service Provider shall perform the services as an independent contractor and nothing in this Agreement shall create an employment, partnership, or agency relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations of liability.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws rules.

Dispute Resolution: The parties agree to first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in the governing jurisdiction unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

Entire Agreement: This Business Service Overview, together with any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendments: No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

Acknowledgement

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Execution by the parties constitutes binding acceptance of the terms described in this Business Service Overview.

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