Business Services AT T

BUSINESS SERVICES AGREEMENT — AT T

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with principal address: and Client Name: with principal address: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, project management, technology integration and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement, and Service Provider is willing to provide such services on the terms and conditions set forth herein;

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

Scope of Work

Payment Terms

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within 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 termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or would reasonably be understood to be confidential. Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) 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 (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 herein. Confidential Information does not include information that is or becomes generally available to the public through no fault of Receiving Party, that Receiving Party lawfully receives from a third party without restriction, or that Receiving Party independently develops without use of Disclosing Party's Confidential Information.

Governing Law

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

Independent Contractor; Insurance

Service Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall obtain and maintain at its expense all insurance coverages required by law and commercially reasonable for the provision of the Services and shall provide certificates of insurance upon reasonable request.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice). Notices may be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation when accompanied by a copy using one of the foregoing methods.

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