Business Services Delpro Document

BUSINESS SERVICES DELPRO AGREEMENT

This Business Services Delpro Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . Client and Service Provider are collectively referred to as the "Parties."

RECITALS

WHEREAS, Client desires to retain Service Provider to provide certain business services described herein and Service Provider has the experience and capability to provide such services under the terms set forth in this Agreement;

WHEREAS, Service Provider agrees to perform the services for Client in accordance with the Scope of Work and payment and confidentiality terms set forth below; and

WHEREAS, the Parties intend that this Agreement memorialize their mutual rights, responsibilities and remedies with respect to the services described herein.

SCOPE OF WORK

Service Provider shall perform the services described below for Client. The services, deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work field. Any material change to the Scope of Work shall be subject to a written change order executed by both Parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for the services. Payment shall be due in accordance with the Payment Schedule field.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breach is not cured within thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement 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. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known other than through the Receiving Party's breach, is independently developed without use of the Disclosing Party's Confidential Information, or was rightfully received from a third party without restriction.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in performing the services. Upon full payment of amounts due, Service Provider assigns to Client all right, title and interest in and to the specific work product delivered under this Agreement that is expressly identified as a deliverable. Service Provider may retain copies of deliverables for archival purposes and to demonstrate prior experience, subject to the confidentiality obligations set forth herein.

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 TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties shall first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the Parties agree to submit remaining disputes to binding arbitration in a single forum to be mutually agreed, with the arbitrator applying the substantive law of the governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written change orders signed by both Parties, 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 oral or written. No amendment to this Agreement will be effective unless in a writing signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or other mutually agreed method. Notice is effective upon receipt.

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