Business Services EESS

BUSINESS SERVICES EESS

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, technical support, and related deliverables as set forth in this Agreement; and

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 herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Deliverables shall be provided in accordance with any milestones set forth in the Description of Services. Any change to scope that materially affects cost or schedule must be documented and signed by authorized representatives of both parties as a written change order.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ for the Services, unless otherwise set forth in a written schedule of payments.

Invoicing and Payment: Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within days of receipt of each undisputed invoice. Client shall notify Service Provider in writing of any disputed items within ten (10) days of receipt of the invoice; the undisputed portion must be paid when due.

Late Payment: Any amount not paid when due shall accrue interest at the rate of or the highest rate permitted by law, whichever is less. In addition, Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Client is responsible for all sales, use, value added, and other taxes levied in connection with the Services, excluding taxes based on Service Provider's net income.

Term and Termination

Term Commencement Date:

Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business operations shall be effective immediately upon written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, technical data, pricing, and client lists.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except as expressly permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Receiving party shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure consistent with those used to protect its own confidential information, but in no event less than reasonable care.

Exceptions and Duration: Confidential Information does not include information that (i) is or becomes publicly available other than through violation of this Agreement, (ii) was in the receiving party's possession prior to receipt, or (iii) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Indemnification & Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying party's gross negligence or willful misconduct, or from breaches of representations, warranties or confidentiality obligations.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Governing Law; Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiations do not resolve the dispute within forty-five (45) days, the parties may pursue any available legal or equitable remedies in the courts of the governing state.

Entire Agreement; Amendments

This Agreement 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that execution of this Agreement by such party has been duly authorized by all necessary corporate or organizational action.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties.

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