Business Service Plan

BUSINESS SERVICE PLAN

Agreement Date:   Plan ID:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, resources and deliverables as set forth in this Business Service Plan; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider agrees to provide such services under the terms and conditions of this Plan; and

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

Scope of Work

Service Provider shall perform the services and deliver the products described below. The obligations described constitute the primary scope for which Service Provider will be compensated.

Deliverables Schedule:

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ (U.S. dollars) for the services identified in this Plan, subject to the schedule below.

Payment Schedule: Payments shall be made in accordance with invoices issued by Service Provider. First payment due on or before .

Invoicing and Payment Method: Service Provider will submit invoices to Client. Client shall remit payment within days of invoice date by agreed method.

Late Payment: Amounts not paid when due shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for collection costs and reasonable attorneys' fees.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, provided that such expenses are supported by receipts.

Term and Termination

Term: The term of this Business Service Plan shall commence on and continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Plan for convenience upon days' prior written notice to the other party. In such event, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall be without prejudice to any other remedies available at law or equity.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Plan, and (iii) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available other than through the receiving party's breach.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Plan for a period of years, except with respect to trade secrets, for which protection shall continue as long as such information remains a trade secret.

Intellectual Property; Work Product

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall receive a nonexclusive, nontransferable license to use deliverables solely for Client's internal business purposes upon full payment.

Third-Party Materials: If deliverables incorporate third-party materials, Service Provider shall secure appropriate licenses and disclose any license restrictions to Client in writing prior to delivery.

Representations; Warranties; Liability

Mutual Representations: Each party represents that it has the full right, power and authority to enter into this Plan and to perform its obligations hereunder.

Disclaimer and Limitation: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS PLAN EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS PLAN DURING THE SIX MONTHS PRECEDING THE CLAIM.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for disputes arising under this Plan.

Entire Agreement; Amendments

Entire Agreement: This Plan, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, concerning the subject matter hereof.

Amendments: No amendment, modification or waiver of any provision of this Plan shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Plan creates an employment, partnership, joint venture or agency relationship between the parties.

Notices: Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notice is effective upon receipt.

Acceptance

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions set forth in this Business Service Plan.

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