Business Services ECIP WJE

BUSINESS SERVICES ECIP WJE

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and program delivery, including services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services related to the ECIP WJE program and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services, deliverables and related work described below (collectively, the "Services"). Deliverables, milestones and acceptance criteria shall be set forth in writing or by email instruction and shall be governed by this Agreement.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be issued in accordance with the Payment Schedule. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within fourteen (14) days of invoice receipt and pay any undisputed amount when due. Late payments shall accrue interest at the rate specified above and Service Provider may suspend Services for nonpayment after providing ten (10) days' written notice.

3. 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 delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred prior to the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known through no fault of Receiving Party, (b) rightfully received from a third party without restriction, (c) independently developed by Receiving Party without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any protective order or similar remedy.

Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in methodologies, templates, tools and know-how developed prior to or outside the scope of this Agreement. Client shall own deliverables created specifically for Client under this Agreement upon full payment, provided that Client's ownership does not include Service Provider's pre-existing intellectual property incorporated into such deliverables. Service Provider grants Client a non-exclusive, perpetual license to use any pre-existing materials embedded in deliverables solely as part of the delivered work product.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in connection with this Agreement. Except for claims arising from a party's indemnity obligations, willful misconduct, or breach of confidentiality, neither party's aggregate liability for all claims arising under or in connection with this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. Governing Law

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.

8. Entire Agreement

This Agreement, together with any written attachments or schedules 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, proposals, representations and understandings, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

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 specify in writing. If any provision of this Agreement is held to be 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 that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

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