Business Services ACTIV Agreement

Business Services ACTIV Agreement

This Business Services ACTIV Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Service Provider:

Client:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing business advisory, technology integration, and operational consulting services under the ACTIV methodology (Services); and

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

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the Services in a professional and workmanlike manner in accordance with the timelines and deliverables set forth in the Description of Services. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

Payment Terms

All amounts are payable in U.S. dollars. Unless otherwise specified, invoices are due within the payment period set forth in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee provision and the Client shall be responsible for any collection costs and reasonable attorneys' fees incurred by the Service Provider in collecting overdue amounts.

Term and Termination

Commencement Date:     Termination Date:

Either party may terminate this Agreement for convenience upon providing the required written notice to the other party. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure the breach within fourteen (14) days following written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential, proprietary or trade secret information of the other party ("Confidential Information"). Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the recipient at the time of disclosure as demonstrated by written records; (c) is independently developed by the recipient without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the recipient gives the disclosing party prompt written notice and cooperates, at the disclosing party's expense, in any lawful attempt to limit or prevent such disclosure.

Independent Contractor; Compliance

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations with respect to its personnel. Each party shall comply with all applicable laws, regulations, and ordinances in the performance of its obligations under this Agreement.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The Client shall indemnify and hold harmless the Service Provider from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the Client's breach of this Agreement or the Client's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to exercise any right under this Agreement shall not constitute a waiver of that right.

Signatures

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