Business Services BBTI Contract

BUSINESS SERVICES BBTI CONTRACT

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

RECITALS

WHEREAS, Provider represents that it possesses the professional expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to obtain and Provider agrees to provide business services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the terms herein shall govern the relationship between them for the engagement described below.

SCOPE OF WORK

Provider shall perform the services described below (Services). The Services shall include deliverables, milestones and performance standards as set forth below and as may be further detailed in any statement of work executed by the parties.

PAYMENT TERMS

Client shall pay Provider for the Services as follows. Fees and payment obligations are unconditional except as otherwise expressly provided in this Agreement.

Provider shall submit invoices in writing to Client at the notice address below. Unless otherwise agreed in writing, undisputed invoices shall be payable within days of receipt. Client may withhold payment for amounts reasonably disputed in good faith, in which case the parties shall promptly resolve the dispute in accordance with the dispute resolution provisions herein.

TERM AND TERMINATION

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

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days after 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

"Confidential Information" means nonpublic information disclosed by one party to the other in connection with this Agreement, including business plans, financial information, customer lists, trade secrets and technical information. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed by the receiving party without use of the Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify in writing compliance.

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 disputes arising under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential, punitive or indirect damages.

INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier, and shall be deemed given upon receipt.

ENTIRE AGREEMENT

This Agreement, including all exhibits and any statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

The parties represent and warrant that each has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The person signing on behalf of each party represents that he or she is duly authorized to bind that party.

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