Business Services ESIS

BUSINESS SERVICES ESIS

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, including analysis, process design, implementation support and training (the "Services"); and

WHEREAS, Client desires to obtain the Services from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that work product, performance obligations, payment terms and confidentiality obligations be governed by the following provisions.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: . Client shall pay fees to Service Provider in accordance with the schedule below.

Payment Terms: Net days from date of invoice. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Late Fee (flat): applied to any invoice unpaid after days past due.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Delivery of work product shall be subject to payment of all outstanding sums.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (i) use Confidential Information solely to perform 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 in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by obligations of confidentiality no less protective than those herein.

Exclusions: Confidential Information does not include information that is (a) known to the receiving party prior to disclosure without obligation of confidentiality; (b) publicly known through no wrongful act; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the other party's Confidential Information.

Duration of Confidentiality Obligations: years from the date of disclosure, except for trade secrets which shall remain protected to the extent permitted by law.

INTELLECTUAL PROPERTY

Ownership of Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property. Work Product: Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables and work product created specifically for Client pursuant to this Agreement, subject to Client's payment in full. Service Provider retains the right to use general skills, know-how, techniques and methodologies developed or used in providing the Services.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification shall be effective unless in a written instrument signed by both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth above or such other address as either party designates by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, joint venture or agency relationship.

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