Business Services BOSCARD Amasil

Business Services BOSCARD Amasil

Document Analysis

This document is a combined General Business Services Agreement and BOSCARD (Background, Objectives, Scope, Constraints, Assumptions, Risks, Deliverables) summary tailored for the provision of business services named "AMASIL". It contains binding recitals, a detailed scope of work, payment and termination provisions, confidentiality protections, governing law and entire agreement clauses, and a BOSCARD annex to define project governance. Two parties will sign: the Client and the Service Provider.

Parties and Background

THIS AGREEMENT is made as of by and between Client Name: and Service Provider: .

WHEREAS, the Client requires professional business services in connection with the AMASIL program and has engaged the Provider to deliver such services on the terms set forth herein; and

WHEREAS, the parties intend to record their mutual understanding, deliverables, constraints and assumptions in a BOSCARD annex to reduce scope ambiguity and to govern project execution; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

BOSCARD: Project Definition

Scope of Work

The Provider shall perform business services for the Client as set forth in the BOSCARD above and as further described below. The Provider's obligations shall include project management, deliverable preparation and acceptance testing where applicable.

Payment Terms

The Client shall pay the Provider the fees set forth below in consideration for the services rendered in accordance with this Agreement.

All fees are exclusive of taxes, levies or duties. The Client shall reimburse any reasonable, pre-approved out-of-pocket expenses incurred by the Provider in performance of the services. Invoices shall reference the applicable milestone and deliverable and shall be payable in accordance with the timeframe stated above.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party, if such breach remains uncured for a period of thirty (30) days after written notice. Termination for cause shall not relieve the Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written or electronic, and identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) rightfully obtained by the receiving party from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information as requested.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, the Provider hereby assigns to the Client all right, title and interest in and to the deliverables specifically created under this Agreement and paid for in full. Provider retains ownership of pre-existing tools, methodologies and materials ("Background IP") and grants the Client a non-exclusive, royalty-free license to use any Background IP only to the extent incorporated in the deliverables.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement in the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to conflict of law principles. The parties agree that the courts located in the specified jurisdiction shall have exclusive jurisdiction over any disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with the BOSCARD annexes and any schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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