Business Services Dearator

Business Services Dearator

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:     Provider Name:

Address for Client:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business services related to the Business Services Dearator offering, including but not limited to system configuration, performance optimization, and operational support; and

WHEREAS, Provider represents that it has the necessary qualifications, experience and personnel to perform such services and is willing to provide such services to Client on the terms set forth in this Agreement; and

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

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. The description below constitutes the initial Scope of Work; any material change to the Scope of Work shall require written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Provider for the services described in Section 1 in accordance with the following payment terms. All amounts are in United States dollars and exclusive of any applicable taxes unless otherwise stated.

Invoices are due and payable within days of receipt unless otherwise stated. Late payments shall accrue interest at a rate of per month on the unpaid balance (or the highest rate permitted by law, if lower), plus all reasonable collection costs.

3. TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all 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 agrees to: (a) hold Confidential Information of the other 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 for employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure by the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5. ACCEPTANCE AND DELIVERABLES

Unless otherwise specified in the Scope of Work, Client shall have days from delivery of any deliverable to review and issue written acceptance or written notice outlining deficiencies. Failure to provide timely notice shall constitute deemed acceptance.

6. INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, joint venture, or agency relationship. Provider shall maintain, at its expense, insurance coverage appropriate to the services, including general liability and professional liability coverage. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located within that state, and each party hereby consents to the jurisdiction and venue of such courts.

10. ENTIRE AGREEMENT; AMENDMENT

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

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as a party may designate by written notice to the other.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

ADDITIONAL PROVISIONS

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