Business Services CSGW

Business Services CSGW

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

Recitals

WHEREAS, the Service Provider is engaged in the business of providing business services, including consulting, systems integration, and operational support, and represents that it has the skill, personnel and resources necessary to perform the services described in this Agreement;

WHEREAS, the Client desires to retain the Service Provider to perform certain services for the Client upon the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the full terms and conditions of their respective rights and obligations with respect to such services.

1. Scope of Work

The Service Provider shall perform the services described below. Deliverables, milestones, methods and acceptance criteria shall be as set forth in the Scope below. The Service Provider shall provide its own personnel, tools and equipment unless otherwise agreed in writing.

2. Payment Terms

In consideration for the services provided by the Service Provider, the Client shall pay the Service Provider the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise specified.

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and the Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by the Service Provider in collecting past-due amounts. Specify late fee:

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 30 days after receiving written notice specifying the breach.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" means non-public information disclosed in oral, written or electronic form 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.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to permit the Disclosing Party to seek a protective order.

5. Independent Contractor; Insurance

The Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of the Client. The Service Provider shall be responsible for all employment taxes, benefits and other obligations for its personnel. The Service Provider shall maintain insurance as appropriate to its business, including commercial general liability and professional liability insurance as applicable.

6. Indemnification and Limitation of Liability

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 or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THE SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that state for the resolution of disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

9. Survival

The rights and obligations of the parties under Sections Confidentiality, Indemnification and Limitation of Liability, Governing Law and any payment obligations shall survive expiration or termination of this Agreement for any reason.

10. Notices

Notices to either party shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the address set forth above or such other address as either party may designate in writing.

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