Business Services Complete Contract

BUSINESS SERVICES COMPLETE CONTRACT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services; and

WHEREAS, Service Provider Name: has the experience and capability to perform such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

Scope of Work

Service Provider shall provide the services described below in a professional and workmanlike manner consistent with industry standards. All services to be provided pursuant to this Contract shall be performed in accordance with the specifications set forth in the Scope of Work field.

Payment Terms

Client shall pay Service Provider in accordance with the following payment structure. All amounts are stated in U.S. dollars unless otherwise indicated.

Payment Schedule (select applicable):

All payments shall be made by the method described here:

Term and Termination

This Contract commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date: End Date:

Either party may terminate this Contract for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Contract and fails to cure such breach within days after receipt of 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, subject to any offsets or setoffs expressly permitted by this Contract.

Confidentiality

Definition. "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Contract, whether disclosed orally, visually, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations. Receiving Party shall (a) 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 a reasonable degree of care; (b) use Confidential Information solely to perform obligations or exercise rights under this Contract; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Contract or with prior written consent of the Disclosing Party.

Exceptions. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party; (ii) was known by Receiving Party prior to disclosure; (iii) is rightfully obtained by Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Receiving Party without use of Confidential Information.

Remedies. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this section and that the Disclosing Party may seek injunctive relief or specific performance in addition to other remedies at law or in equity.

Indemnification and Limitation of Liability

Indemnification. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligent acts, willful misconduct, or breach of this Contract. The indemnifying party shall pay reasonable attorneys' fees and costs incurred by the indemnified party in connection with such claims.

Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS CONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Contract through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules chosen by the parties and conducted in the governing law state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

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

Notices

All notices hereunder shall be in writing and delivered to the contact information set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Miscellaneous

Relationship of the Parties. The parties are independent contractors. Nothing in this Contract shall be construed to create a partnership, joint venture, agency, or employment relationship.

Assignment. Neither party may assign this Contract without the prior written consent of the other party, except that either party may assign this Contract in connection with a merger, sale of substantially all assets, or transfer of control.

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