Business Service Template Contract

BUSINESS SERVICE AGREEMENT

This Business Service Agreement (the "Agreement") is entered into as of by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described herein and represents that it has the experience and capability to perform the services in a professional manner; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth below under the terms and conditions of this Agreement, and Service Provider is willing to perform such services on the terms set forth herein.

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

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall include, without limitation, the tasks, deliverables, timelines, and performance standards set forth by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Unless otherwise stated, fees are exclusive of applicable taxes and reimbursable expenses.

Invoices are due within the number of days specified in the Billing Schedule. Payments not received when due shall accrue interest at the rate set forth above or the maximum rate permitted by law, whichever is lower. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing the other party written notice in accordance with the Notice provisions below at least the number of days specified in the Termination Notice Period. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know and who are bound by obligations of confidentiality no less protective than those herein. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

This confidentiality obligation shall survive termination of this Agreement for a period of from the date of disclosure, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Subject to Client's timely payment of all amounts due, Service Provider assigns to Client all right, title, and interest in deliverables specifically produced for Client under this Agreement to the extent such assignment is permitted by applicable law and does not include Service Provider's pre-existing materials or third-party materials. Service Provider may retain copies of deliverables for archival and compliance purposes.

6. INDEPENDENT CONTRACTOR; LIABILITY

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising from this Agreement. The parties' aggregate liability shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier.

8. 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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the parties consent to exclusive jurisdiction and venue in such courts.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

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