Business Services Case

BUSINESS SERVICES CASE

Parties

Recitals

WHEREAS, Service Provider represents that it possesses expertise, personnel and resources to perform the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform those services under the terms and conditions set forth herein, and Service Provider is willing to provide such services to Client on those terms;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below and in any appended schedules. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt.

Late Payment Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs incurred in enforcing payment.

Term and Termination

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

Start Date:    End Date:

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 that is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. The parties shall cooperate to effect an orderly wind-down of services.

Confidentiality

"Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether in written, oral, electronic or other form. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound to protect the information on terms no less protective than this Agreement. If disclosure is required by law or valid legal process, the receiving party shall provide prompt written notice to the disclosing party to permit it to seek a protective order or other appropriate remedy.

Additional Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: 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 gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising hereunder.

Entire Agreement

This Agreement, together with any exhibits and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations 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.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be effective upon receipt.

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