Business Services CSI Document

Business Services CSI Document

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized consulting, systems integration, and advisory services as described in this Agreement; and

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

WHEREAS, the parties intend that this Agreement govern the parties' respective rights and obligations with respect to the services described below.

Scope of Work

Service Provider shall perform the services described in this Scope of Work. The scope may include, without limitation, consulting, system configuration, testing, documentation, training, and post-implementation support. Changes to the scope must be made in writing and signed by an authorized representative of each party.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following terms. Fees are payable in United States dollars unless otherwise agreed in writing.

Invoices are due within days of invoice receipt. Any undisputed amounts not paid when due will accrue interest at a rate of per month (or the maximum rate permitted by law), plus recovery costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Scope of Work or until terminated as set forth below.

Commencement Date: . Estimated Completion 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 that remains uncured for 15 days following written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall 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, proprietary, or business information disclosed in any 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 use Confidential Information only to perform its obligations under this Agreement and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidentiality obligations survive termination for years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, methodologies, tools, and know-how. Upon full payment of fees due for a deliverable, Service Provider assigns to Client a perpetual, non-exclusive license to use deliverables specifically identified in the Scope of Work for Client's internal business purposes. Client shall not distribute or resell deliverables without Service Provider's prior written consent.

Limitation of Liability; Indemnification

Except for liability arising from gross negligence or willful misconduct, the aggregate liability of each party to the other for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of a material representation, its negligence, or willful misconduct, provided the indemnified party gives prompt written notice and cooperates in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles.

Representations; Entire Agreement

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party covenants that the execution and performance of this Agreement will not breach any other agreement to which it is a party.

This Agreement, including the Scope of Work and any written change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, or representations, whether written or oral.

Miscellaneous

Relationship of the parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Any notices required or permitted under this Agreement must be given in writing to the addresses listed above.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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