Business Services BSP Document

BUSINESS SERVICES BSP DOCUMENT

This Business Services BSP Document (the "Agreement") is made effective as of Effective Date: by and between Service Provider: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables as described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth below.

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

SCOPE OF WORK

Service Provider shall perform the services described below and deliver all work products in accordance with the specifications, timelines and acceptance criteria set forth by Client. Service Provider will perform such services as an independent contractor and will be solely responsible for the means and methods of performance.

PAYMENT TERMS

As consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees and expenses as set forth in this section. All fees are stated in the currency indicated and are exclusive of taxes unless otherwise stated.

Invoices shall be issued by Service Provider in accordance with the payment schedule. Payments are due within days of invoice receipt. Past due amounts shall accrue interest at the lesser of (a) per month compounded monthly, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except as necessary to perform under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section do not apply to information that: (i) is or becomes public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known prior to disclosure; or (iv) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting intellectual property and tools developed independently of this Agreement. To the extent Service Provider creates new deliverables specifically for Client under this Agreement and Client has paid all amounts due, Service Provider hereby assigns to Client all right, title and interest in such deliverables, excluding Service Provider's preexisting materials and general know-how. Service Provider may retain copies of deliverables for recordkeeping and portfolio purposes, provided no Confidential Information of Client is disclosed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO 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 State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

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

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