Business Services Caliper

BUSINESS SERVICES CALIPER

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business operations assessment, performance measurement and advisory services designed to evaluate operational capacity, risk exposure, and scalability (the Services); and

WHEREAS, Client desires to obtain the Services from Service Provider to measure and report on Client's business capabilities, and Service Provider agrees to provide such Services subject to the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement define scope, deliverables, schedule, compensation and legal obligations associated with the engagement.

SCOPE OF WORK

PAYMENT TERMS

If any undisputed invoice is not paid within days after the invoice due date, interest will accrue at the lesser of (i) percent per month or (ii) the maximum rate permitted by applicable law. Any collection costs, including reasonable attorneys' fees, shall be paid by Client.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient agrees to (i) use Confidential Information only for the purpose of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; and (iii) not disclose Confidential Information except to employees, contractors and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public other than through the recipient's breach of this Agreement, is already known by the recipient, or is independently developed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of 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, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Notices shall be given in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

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