Business Services BSCM Releases

BUSINESS SERVICES BSCM RELEASES

WHEREAS

This Business Services BSCM Release and Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Provider is engaged in the business of providing business services, including but not limited to BSCM (Business Services Center Management) related services, and Client desires to retain Provider to perform certain services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, release of claims, confidentiality and other terms governing the provision of such services effective as of Effective Date: .

SCOPE OF WORK

Provider shall perform the services described above (the Services) in a professional manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria will be as described in the Scope of Work or in written attachments signed by both parties.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule. Client will pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less). Client shall also reimburse Provider for reasonable collection costs and attorney fees incurred to collect past due amounts.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) that is identified as confidential or that a reasonable person would consider confidential under the circumstances, including business plans, customer data, BSCM system configurations, pricing, and trade secrets. Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to third parties 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.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives prompt notice to Discloser and cooperates with Discloser in any lawful effort to limit disclosure.

RELEASE OF CLAIMS (BSCM RELEASES)

In consideration of the mutual promises and payments set forth herein, Client hereby fully and forever releases and discharges Provider and its affiliates, officers, directors, employees, agents and successors from any and all claims, demands, liabilities, obligations, actions or causes of action, whether known or unknown, suspected or unsuspected, arising out of or relating to Provider's performance of Services under this Agreement, including but not limited to any claims relating to BSCM implementations, data handling, migration, configuration, or alleged negligence in connection with the Services, to the extent arising prior to the Effective Date or during the Term unless such claims arise from Provider's gross negligence or willful misconduct.

The parties expressly waive the provisions of any statute or common law that would limit the effect of this release as to unknown claims to the maximum extent permitted by law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct, or breach of its confidentiality obligations under this Agreement. The indemnifying party's obligations are conditioned upon the indemnified party promptly notifying the indemnifying party in writing of the claim, permitting the indemnifying party to control the defense and settlement, and reasonably cooperating in defense efforts.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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