Business Services Annual Contract

BUSINESS SERVICES ANNUAL CONTRACT

Client Name:    Service Provider Name:

Client Address:

Service Provider Address:

Effective Date:

RECITALS

WHEREAS, Client engages Service Provider to perform professional business services described herein and Service Provider represents that it has the experience, personnel, resources, and licenses necessary to perform such services in a competent and timely manner; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide annual services to Client, including scope, payment, confidentiality, and termination provisions; and

WHEREAS, this Agreement memorializes the parties' entire agreement with respect to the services described and supersedes prior written or oral agreements between the parties on the same subject matter.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations. Deliverables, milestones, acceptance criteria, and any performance standards are set forth in the Scope of Work and incorporated herein by reference.

PAYMENT TERMS

Payments are due in accordance with the Payment Schedule. Unless otherwise specified, payments not received within days of the due date shall be considered past due.

A late fee of % per month (or the maximum permitted by law, if lower) shall accrue on overdue amounts beginning the first day following the due date. Client is also responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the purpose of performing obligations hereunder, (b) 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, and (c) disclose Confidential Information only to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any and all losses, liabilities, damages, claims, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement, except as otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes Service Provider's obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify by written notice to the other in accordance with this paragraph.

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