Business Services CloudQPO

Business Services Agreement — Business Services CloudQPO

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

WHEREAS

WHEREAS, Service Provider has expertise and experience in providing cloud-based business process optimization, reporting, and advisory services and offers proprietary methods and technical solutions for such services;

WHEREAS, Client desires to retain Service Provider to perform certain business services described in this Agreement and Service Provider is willing to provide such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services, deliverables and milestones described below. The description shall include objectives, deliverables, acceptance criteria, and any milestones or schedules agreed by the parties.

2. Payment Terms

Client shall pay Service Provider for services rendered as set forth below. Unless expressly stated otherwise, all amounts are payable in lawful currency of the United States and are exclusive of taxes.

Invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance shall be reimbursed by Client upon presentation of supporting documentation.

3. Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to termination. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability and Governing Law shall survive termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business, technical, financial, customer and service information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reliance on Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (ii) not disclose Confidential Information to any third party except as necessary to perform the services and subject to confidentiality obligations at least as protective as those in this Agreement; and (iii) use Confidential Information solely for performance under this Agreement.

The obligations in this Section shall continue for a period of from the date of disclosure, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property

Service Provider shall retain ownership of its pre-existing intellectual property, methodologies, algorithms, templates and tools. All deliverables specifically created for Client under this Agreement shall be deemed "Work Product." Upon full payment of fees owed for such Work Product, Service Provider assigns to Client a non-exclusive, worldwide right to use the Work Product for Client's internal business purposes, except that Service Provider retains the right to use general knowledge and techniques learned or developed in the course of performing the services.

6. Limitation of Liability; Indemnification

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables, violation of applicable law, or breach of Client-provided data warranties, except to the extent such claims result from Service Provider's gross negligence or willful misconduct.

7. Compliance and Data Protection

Each party shall comply with applicable laws and regulations in performing under this Agreement. If processing personal data, the parties shall implement commercially reasonable technical and organizational measures to protect such data, and any transfer of personal data shall be governed by mutually acceptable data processing terms.

8. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider is responsible for all taxes and obligations arising from compensation paid to its personnel.

Service Provider is engaged as an independent contractor and shall have no authority to bind Client.

9. Governing Law

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

10. Entire Agreement; Amendments

This Agreement, including any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or a successor in interest to all or substantially all of its business or assets related to this Agreement.

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