Business Services Esignature Package

BUSINESS SERVICES E-SIGNATURE PACKAGE

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: whose principal place of business is , and Client: located at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and implementation services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to provide such services pursuant to the terms and conditions set forth herein.

Scope of Work

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ for the services described in the Scope of Work. All amounts are stated in U.S. dollars.

Payment Terms: Invoices shall be due and payable within days from the date of invoice. Overdue amounts shall bear a late fee of % per month (or the maximum lawful rate if lower), and Service Provider may suspend services for nonpayment after fifteen (15) days' written notice of nonpayment.

Term and Termination

Term: The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by either party to the other, whether in writing, orally, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Each party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to the Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or regulation, provided it gives the disclosing party prompt written notice and cooperates in seeking a protective order or other appropriate remedy.

By checking this box, the signing party acknowledges and agrees to be bound by the Confidentiality provisions of this Agreement.

Independent Contractor; Compliance

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture or employer-employee relationship. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations relating to payments made under this Agreement.

Compliance: Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

Indemnification and Limitation of Liability

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

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 conflict of laws principles.

Dispute Resolution: The parties agree to first attempt to resolve any dispute arising under this Agreement through good faith negotiations. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

Amendments: No amendment or modification of this Agreement 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 addresses set forth above or such other addresses as the parties may designate in writing.

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