Business Services DOE PTC Template

BUSINESS SERVICES DOE PTC TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . Each of the foregoing is a Party and together the Parties.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services related to Department of Energy (DOE) PTC compliance assistance, consulting, testing and related technical support as described herein;

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

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

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described in this Section (the Services). Service Provider shall exercise professional skill and care in the performance of the Services, meet agreed milestones and deliverables, and cooperate with Client personnel as reasonably required.

2. PAYMENT TERMS

Client shall pay Service Provider fees in consideration for the Services in accordance with this Section. All amounts are in U.S. dollars unless otherwise stated.

Any undisputed amounts not paid within days after the invoice due date shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client agrees to reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue payments.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, continues until End Date: (the Term).

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for a period of 30 days after written notice of such breach. Termination for convenience does not relieve Client of its obligation to pay for Services properly performed through the effective date of termination and for non-cancellable commitments made by Service Provider in performance of the Services.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public, proprietary or confidential information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party), whether disclosed orally, visually or in writing, 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. Confidential Information includes, without limitation, technical data, trade secrets, know-how, business plans, customer lists, pricing, and performance results.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations contained in this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as such information qualifies as a trade secret under applicable law.

Exceptions: Confidential Information does not include information that is (i) already known to the Receiving Party without an obligation of confidentiality; (ii) in the public domain through no fault of the Receiving Party; (iii) rightfully received from a third party not subject to an obligation of confidentiality; or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

This confidentiality obligation is: Mutual One-way (Disclosing Party specified above)

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools, methodologies, templates and materials used or developed independently of this Agreement. To the extent Service Provider creates deliverables specifically for Client under this Agreement and Client has paid all fees owed, Service Provider assigns to Client all right, title and interest in such deliverables solely to the extent of the deliverable itself, excluding underlying tools, general skills, and Service Provider's proprietary technology. Any use beyond the purposes contemplated by this Agreement requires separate written license.

6. LIABILITY AND INDEMNITY

Each Party shall indemnify and hold harmless the other Party from and against claims, liabilities, losses and expenses arising from its breach of this Agreement or from its gross negligence or willful misconduct. Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality, neither Party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits and 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign receivables and may subcontract to qualified third parties provided Service Provider remains responsible for performance.

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