Business Services ASP Agreement

Business Services ASP Agreement

Parties and Effective Date

This Business Services Application Service Provider Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between the Service Provider and the Client identified above.

RECITALS

WHEREAS, the Service Provider operates and maintains hosted business applications, related platform services, and technical support for the delivery of business services to third-party clients; and

WHEREAS, the Client desires to engage the Service Provider to provide hosted application services, maintenance, and related professional services on the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, payment, security, confidentiality, term, and termination rights with respect to the services to be provided by the Service Provider.

SCOPE OF WORK

The Service Provider shall provide the hosted application services, system administration, maintenance, updates, support, and any professional services described below. Services will be performed in accordance with the service levels and deliverables set forth in this Agreement or an attached statement of work.

PAYMENT TERMS

In consideration for the services provided, the Client shall pay the Service Provider in accordance with the following terms.

Monthly Quarterly Annually One-time project fee

Late fees shall accrue on unpaid amounts at the stated monthly rate or the maximum lawful rate, whichever is lower. Client shall also be responsible for reasonable collection costs, including legal fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, the Service Provider shall, at the Client's direction and subject to payment of outstanding fees, deliver or make available Client data in a commonly used electronic format and shall securely delete retained Client data within a commercially reasonable time.

CONFIDENTIALITY

Each party ("Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party ("Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Receiving Party prior to receipt; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and affiliates with a need to know provided that such persons are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental authority, provided that the Receiving Party gives Disclosing Party prompt written notice and cooperates in any lawful efforts to limit or contest the disclosure.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, bodily injury, or obligations under confidentiality or payment provisions, the aggregate liability of each party under or in connection with this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages.

INTELLECTUAL PROPERTY

Service Provider retains all right, title and interest in and to its pre-existing software, platforms, tools, and methodologies. Client retains all right, title and interest in and to Client Data. Service Provider is granted a non-exclusive, non-transferable license to use Client Data solely to provide the services contemplated by this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes will be resolved by binding arbitration in the county where the Service Provider's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any written statements of work or exhibits expressly incorporated by reference, 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 oral or written. No modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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 written notice to the other. Notices shall be deemed given upon receipt.

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