Business Services GCIC

BUSINESS SERVICES AGREEMENT — GCIC

This Business Services Agreement ("Agreement") is entered into as of the Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain business services related to the project or initiative described as: (the "Project"); and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider shall carry out the work in a professional and workmanlike manner in accordance with industry standards and applicable laws. Specific deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider for the services provided under this Agreement in accordance with the terms set forth below. All amounts are denominated in United States Dollars unless otherwise indicated.

Late payment shall accrue interest at the rate of on any unpaid balance, calculated monthly, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination or expiration, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, and Provider shall deliver to Client all work in progress and completed deliverables for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, technical data, pricing, customer lists, and trade secrets.

The receiving party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or by a governmental or regulatory authority, provided that the receiving party gives prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek protective measures.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

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 and venue of the state and federal courts located in that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship between the parties. Provider will be solely responsible for taxes, withholdings and other statutory or regulatory obligations of any sort.

Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, or obligations of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, even if advised of the possibility of such damages.

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