Business Service Profile

BUSINESS SERVICE PROFILE AND AGREEMENT

Service Provider Name:    Client Name:

RECITALS

WHEREAS, Service Provider represents that it is duly organized and authorized to provide the services described in this profile and possesses the qualifications, personnel, equipment, and licenses necessary to perform such services in a professional manner; and

WHEREAS, Client desires to engage Service Provider to provide certain services on the terms set forth in this Business Service Profile and Agreement; and

WHEREAS, the parties intend this Profile to describe the scope, standards, rates, and administrative terms that will govern the parties' work relationship, and to serve as the basis for task orders or statements of work as applicable.

BUSINESS INFORMATION

Sole Proprietor   Partnership   LLC   Corporation   Other:

SCOPE OF WORK

The following describes the principal services Service Provider represents it will offer to Client. Specific task orders or statements of work may reference and incorporate this Profile by reference.

PRICING AND PAYMENT TERMS

The following rates and payment procedures constitute the default payment terms unless otherwise modified in a written task order or statement of work.

TERM AND TERMINATION

This Profile and any services performed under it commence and terminate as set forth below unless earlier terminated in accordance with this section.

Either party may terminate for cause upon written notice if the other party materially breaches an obligation and fails to cure within the notice period set forth above, or immediately for insolvency or unlawful conduct materially affecting performance. Termination for convenience by either party requires the notice period specified above; fees for work performed through termination date shall be payable in accordance with Payment Terms.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information except to perform under this Profile, and shall protect it with at least the same degree of care used to protect Recipient's own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of Discloser's Confidential Information. Upon termination, Recipient shall return or destroy Confidential Information upon request. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE, LICENSES, AND COMPLIANCE

SERVICE STANDARDS AND PERFORMANCE

REFERENCES AND PAST PERFORMANCE

GOVERNING LAW

This Profile and any agreements or task orders arising from it shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Venue for any dispute shall be in the state or federal courts located in that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Business Service Profile, together with any executed task orders or statements of work that reference it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties, that the information contained in this Profile is true and complete to the best of their knowledge, and that each party agrees to be bound by the terms set forth herein.

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