Business Services DSS

BUSINESS SERVICES AGREEMENT (DSS)

This Business Services Agreement ("Agreement") is entered into effective as of , by and between Client Name: and Service Provider Name: .

Parties and Notices

Recitals

WHEREAS, Client requires business services described herein and seeks to retain Service Provider to perform professional services under the terms of this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary experience, expertise and resources to perform the services described in the Scope of Work and will perform those services in a professional and workmanlike manner; and

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

Scope of Work

Service Provider shall provide the business services described below (collectively, the "Services"). The Services shall include the tasks, deliverables, performance standards and timelines set forth in the Detailed Scope below. Service Provider shall supply all personnel, equipment and materials necessary to perform the Services unless otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms. Fees shall be calculated and invoiced as set forth below, and payment shall be due within the specified period following invoice.

Term and Termination

This Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("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. Confidential Information includes business processes, pricing, customer lists, trade secrets, technology, source code, and any information marked confidential.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party. The foregoing shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. The parties acknowledge that monetary damages may be inadequate for breach of this Section and agree that injunctive relief shall be available to the Disclosing Party in addition to any other remedies.

Insurance and Compliance

Service Provider shall maintain insurance appropriate to the Services to be performed and shall comply with all applicable laws, regulations and industry standards. Service Provider shall make reasonable efforts to preserve the integrity and security of Client data in its possession and shall notify Client promptly of any unauthorized access or data breach affecting Client data.

Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt good-faith negotiation to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration or litigation as set forth in a separate dispute resolution agreement executed by the parties.

Entire Agreement; Amendments

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

Service Provider Entity Type

Indicate Service Provider entity status: Individual Corporation LLC Partnership Other

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

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