Business Services ERTS

Business Services ERTS

Parties

Effective Date:

Recitals

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel and resources to perform business services described in this Agreement and to deliver results, enhancements, reporting and technical support as set forth; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement and Service Provider agrees to provide such services in accordance with this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the scope, compensation, confidentiality, term and other material terms governing their relationship with respect to the services described herein.

Scope of Work

Service Provider will perform the services described below and any additional tasks mutually agreed in writing. The parties acknowledge that specifications, deliverables, milestones and acceptance criteria will be governed by the description set forth in this Section and any written attachments.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services. All fees are exclusive of taxes, which shall be the responsibility of the party required by law to remit them.

Invoices issued by Service Provider are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law; and Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Unless otherwise specified, any out-of-pocket expenses reasonably incurred by Service Provider in performing services shall be reimbursed by Client upon presentation of supporting documentation.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. In the event of termination, Client shall pay Service Provider for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all confidential and proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement and shall not disclose such information to any third party except to employees, agents or professional advisors with a need to know, who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that: (a) is or becomes generally available to the public through no breach; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed without use of the Disclosing Party's confidential information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy confidential materials of the Disclosing Party and certify such return or destruction upon request. Disclosure required by law or regulation shall be made only after providing prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective measures.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising out of this Agreement.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship. Service Provider retains control over the manner and means of performance, subject to the scope and deliverables described herein.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims to the extent resulting from its gross negligence, willful misconduct or material breach of this Agreement, subject to commercially reasonable limitations.

Entire Agreement

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

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