Business Services Atlas Search

BUSINESS SERVICES ATLAS SEARCH AGREEMENT

This Business Services Atlas Search Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks a comprehensive search, analysis and compilation of business services, vendors and market intelligence described herein and desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the Business Services Atlas Search and will provide deliverables, recommendations and supporting documentation as described in the Scope of Work.

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Provider shall perform an Atlas Search of business services, including but not limited to vendor identification, capability mapping, cost benchmarking, geographic service availability, compliance flags and a prioritized recommendation report. The Scope of Work consists of the tasks and deliverables set forth below and in any attachments incorporated by reference.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the fees and expenses described below. All fees are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period: days prior to the effective termination date. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice of breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall maintain in confidence all confidential and proprietary information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential under the circumstances (Confidential Information). Confidential Information shall not include information that is (a) known to the receiving party prior to disclosure; (b) publicly available through no fault of the receiving party; (c) independently developed without use of the disclosing party's Confidential Information; or (d) rightfully obtained from a third party with no obligation of confidentiality.

The receiving party shall not disclose Confidential Information except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction to the disclosing party.

INTELLECTUAL PROPERTY & DELIVERABLES

Provider shall retain ownership of Provider's pre-existing intellectual property and methodologies. Subject to Client's timely payment of all fees, Provider grants Client a non-exclusive, non-transferable license to use the final deliverables for internal business purposes. Client shall not reproduce or distribute deliverables beyond its organization without Provider's prior written consent.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with its obligations under this Agreement.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties agree that the state or federal courts located in the chosen state shall have exclusive jurisdiction over disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statement 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 agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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