Business Service Package

BUSINESS SERVICE PACKAGE

This Business Service Package Agreement (the "Agreement") is made effective as of Effective Date: by and between Service Provider Name: and Client Name: .

Parties and Contact Information

Recitals

WHEREAS, Service Provider is in the business of providing professional business services, including consulting, implementation, and ongoing support in accordance with the scope described below; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that the services provided and fees payable shall be governed exclusively by this Agreement, except as expressly modified in writing and signed by both parties.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee: . Payment shall be made as follows.

Invoices are due within days of invoice date. Late payments shall incur a late fee of per month (or the maximum lawful rate if lower), together with all collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence and protect it using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets for which protection shall continue as permitted by law.

Warranties; Liability

Service Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws rules. The parties shall first attempt in good faith to resolve any dispute through negotiation. If the dispute cannot be resolved within 30 days, the parties agree to binding arbitration before a single arbitrator in the county specified by applicable law, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Entire Agreement; Amendment

This Agreement, including any statements of work and exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written, relating to the subject matter hereof. No amendment shall be effective except in a written instrument signed by authorized representatives of both parties.

Assignment; Severability

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

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