Business Services Deloitte Next Gen

Business Services Agreement — Deloitte Next Gen

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

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider possesses expertise in business advisory, digital transformation, and next-generation service delivery methodologies ("Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services described herein and Service Provider is willing to perform such Services on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Payment Terms

Total Fee:

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of invoice receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of percent per month (or the maximum permissible by law, if lower), and Client shall also be responsible for any reasonable costs of collection, including attorneys' fees.

Minimum Late Fee (if applicable):

Term and Termination

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that material nonpayment may be cured within ten (10) days.

Effect of Termination: Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver all work-in-progress to Client and, where applicable, reasonable transition assistance at Service Provider's then-current rates.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") 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, including business plans, technical data, pricing, and client lists.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations or exercise its rights under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach by the Receiving Party, (ii) was lawfully known to the Receiving Party prior to disclosure, (iii) is rightfully received by the Receiving Party from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The Receiving Party's obligations with respect to Confidential Information shall continue for a period of from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in a written Statement of Work, Service Provider shall retain ownership of its pre-existing methodologies, tools, know-how and intellectual property. Client shall own deliverables specifically identified in the applicable scope of work upon full payment. To the extent Service Provider incorporates its pre-existing materials into deliverables, Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use such incorporated materials as part of the deliverables for Client's internal business purposes.

Representations; Warranties; Limitations

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice to the other party.

Governing Law

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

Entire Agreement

This Agreement, together with any attached Statements of Work or exhibits 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 and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or other transfer of control.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

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