Business Services Alacrity Form

BUSINESS SERVICES ALACRITY FORM

This Business Services Alacrity Form (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client requires certain professional business services in order to accelerate operational processes, improve turnaround times, and implement agreed deliverables; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement with reasonable care, skill, and expedition; and

WHEREAS, the Parties desire to set forth the terms and conditions upon which Provider will perform such services and Client will compensate Provider for those services.

PARTY CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider agrees to use commercially reasonable efforts to perform the Services in accordance with the schedule and standards set forth in this Agreement and any accepted statements of work.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Services. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid within days after the invoice due date, Client shall pay interest on the overdue amount at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, Provider may charge a late fee of for each late invoice.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon providing the other Party with not less than days' prior written notice. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party (as "Recipient") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other Party (as "Discloser") in connection with this Agreement ("Confidential Information") and shall not use such Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by Recipient's breach of this Agreement; (b) is rightfully received by Recipient from a third party without restriction and without breach of this Agreement; (c) is independently developed by Recipient without reference to the Discloser's Confidential Information; or (d) is required to be disclosed by law, provided that Recipient gives Discloser prompt written notice and reasonably cooperates with Discloser to seek protective relief.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties agree to attempt to resolve disputes through good-faith negotiation prior to initiating any formal dispute resolution. If unresolved, the Parties may seek any remedy available at law or in equity in the courts of the selected State.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any statements of work or attachments executed by the Parties, 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 will be effective unless in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either Party may designate by notice to the other. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the U.S. mail, or one (1) business day after deposit with a nationally recognized overnight courier.

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