Business Service Solution

BUSINESS SERVICE SOLUTION AGREEMENT

This Business Service Solution Agreement ("Agreement") is entered into as of by and between Provider Name: with principal address and Client Name: with principal address .

WHEREAS

WHEREAS, Provider has the capability and experience to provide the business services described in this Agreement and represents that it possesses all necessary licenses, personnel, and resources to perform such services in a professional manner;

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

WHEREAS, the parties intend by this Agreement to set forth the full understanding between them as to the scope, schedule, compensation, confidentiality, and other material terms of their relationship.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall provide services in a professional, timely, and workmanlike manner consistent with industry standards. Changes to the scope shall be made only by a written change order executed by authorized representatives of both parties.

PAYMENT TERMS

As consideration for the performance of the services, Client shall pay Provider the fees set forth in this section. Fees are exclusive of any taxes, duties, or similar charges, which shall be the responsibility of Client unless otherwise agreed in writing.

Invoices are payable within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any reasonable collection costs, including attorneys' fees, incurred by Provider.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 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 reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received by the receiving party from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the purpose of performing 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 confidentiality obligations no less protective than those in this Agreement, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the indemnifying party's breach of this Agreement, willful misconduct, or negligence. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including any exhibits or attachments signed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

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