Business Services ACP Contract

Business Services ACP Contract

This Business Services ACP Contract (the "Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider operates a business providing advanced consulting and professional services relating to ACP (Advanced Customer/Client Process) systems and solutions, and has the experience and capability to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and governance of the relationship established by this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services or in written attachments signed by both parties.

PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall incur a late fee equal to on the outstanding balance, or the maximum allowed by law, whichever is less.

All fees are exclusive of applicable taxes. Client shall be responsible for any sales, use, value-added or similar taxes resulting from this Agreement, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver all completed and in-progress deliverables to Client and shall provide reasonable assistance to effect an orderly wind-down.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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 includes, without limitation, business plans, technical information, customer data, pricing, and trade secrets.

The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure; (iii) is received legitimately from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, with any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY; DELIVERABLES

Except as otherwise expressly agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes. Service Provider retains ownership of all underlying methodologies, tools, pre-existing materials and intellectual property. If deliverable ownership transfer is required, the specific terms and any additional consideration shall be set forth in a written attachment signed by both parties.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for each party's indemnification obligations, neither party's aggregate liability to the other for any and all claims arising under or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any dispute shall lie in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices shall be in writing and delivered to the addresses provided below.

ADDITIONAL TERMS / ATTACHMENTS

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