Business Services C3 Solutions Form

Business Services C3 Solutions Form

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

WHEREAS

WHEREAS, Client requires business services consisting of consulting, implementation, and related deliverables as further described herein; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, tools and expertise to provide such services to Client and is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services and Client will compensate Service Provider.

Scope of Work

Deliverables, acceptance criteria, and performance standards shall be as described above and, where applicable, in any mutually executed statement of work or schedule appended to this Agreement. Any material change to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

Payment Terms

Indicate applicable billing method (check all that apply):

Fixed fee upon completion

Milestone payments (describe below)

Monthly retainer

Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, together with reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: 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 for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Termination for cause is permitted immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Service Provider shall be entitled to payment for all services performed and expenses properly incurred through the effective date of termination, subject to Client's right to set off amounts for unresolved breaches or deficiencies.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether in oral, written, electronic, or other form, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) protect the other party's Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; (b) not use Confidential Information except for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS 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 laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any attached statements of work, exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, 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.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

The parties have executed this Agreement as of the dates shown below by their duly authorized representatives.

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