Business Services DR & SRS Document

BUSINESS SERVICES DR & SRS DOCUMENT

This Business Services Agreement (the Agreement) is entered into between the parties identified below.

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client Name: desires to procure business continuity, disaster recovery planning (DR) and System Requirements Specification (SRS) services described herein; and

WHEREAS, Service Provider Name: represents that it has the professional expertise, staff, and resources to provide the specified DR and SRS services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, deliverables, schedules, and fees in a written agreement effective as of Effective Date:

SCOPE OF WORK

Service Provider shall perform the services described below, which include but are not limited to: development and delivery of a Disaster Recovery Plan, preparation of a System Requirements Specification, testing and validation of recovery procedures, training of Client personnel, and ongoing advisory support as specified in this Agreement. Deliverables will be provided in the form and schedule described in the Scope of Work section.

PAYMENT TERMS

Total Contract Amount: $

Invoices shall be rendered in accordance with the Payment Schedule. Payment is due within days of Client's receipt of a correct invoice. Overdue amounts shall accrue interest at the rate of , or the maximum permitted by applicable law, whichever is less. A minimum late charge of $ may be applied for each late invoice.

Client may withhold payment for disputed items provided Client gives written notice describing the basis for the dispute within days of receipt of the invoice. Parties shall negotiate in good faith to resolve disputes promptly.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, system designs, security details, source code, configuration data, and test results.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was already rightfully known by the receiving party without restriction prior to disclosure; (iii) is rightfully received 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 confidentiality obligations in this Section shall survive termination of this Agreement for following disclosure, except with respect to trade secrets, which shall be protected for so long as such information remains a trade secret under applicable law.

ACCEPTANCE OF DELIVERABLES

Deliverables will be delivered in accordance with the Scope of Work. Client shall review each deliverable and provide written acceptance or a detailed list of deficiencies within business days. Failure to provide timely notice of rejection constitutes acceptance.

LIABILITY AND INSURANCE

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Insurance: Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided, including professional liability/errors and omissions insurance where applicable.

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 courts located in that State for disputes not subject to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses specified below or such other addresses as either party may designate in writing.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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