Business Services CAVS

Business Services CAVS

Parties

Recitals

WHEREAS, Client Name: desires to obtain business services related to the Client's operations; and

WHEREAS, Service Provider: represents that it has the experience, personnel, and resources necessary to perform the services described in this agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided as of the Effective Date:

Scope of Work

Service Provider will perform the professional services and deliverables described below. The parties acknowledge that the description below is intended to set forth primary obligations; specific tasks, milestones, and deliverables will be as further documented in writing and incorporated by reference.

Payment Terms

Client agrees to pay Service Provider for services performed in accordance with the following terms.

All payments due under this Agreement are payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Service Provider for reasonable pre-approved out-of-pocket expenses incurred in performance of the services. Acceptance of any deliverable shall not relieve Client of its obligation to make timely payments.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if such breach is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any 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 and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound to protect the confidentiality on terms at least as protective as those set forth herein.

Confidential obligations survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. The foregoing obligations do not apply to information that: (i) is or becomes public without breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

Representations; Warranties; Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, services are provided "AS IS" and except for the foregoing warranty, Service Provider disclaims all other warranties, express or implied. Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing conflicts of law. The parties agree that any dispute relating to this Agreement shall be resolved in state or federal courts located in that State.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings, representations and communications, whether written or oral. Any amendment or modification must be in writing and signed by duly 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 a party designates by written notice. Notices are effective upon receipt when delivered by hand, nationally recognized overnight carrier, or confirmed electronic transmission.

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The waiver of any breach shall not operate as a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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