Business Services GSI

Business Services GSI

This Business Services General Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires specialized business services relating to global systems integration, project management, and advisory support (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and capabilities to perform the Services and agrees to perform such Services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the Services as described below. The Services shall include deliverables, milestones, and acceptance criteria as set forth in the Scope of Work.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All amounts are stated in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule and shall be due and payable within days of receipt. Late payments shall accrue interest at the rate of , plus any costs of collection, including reasonable attorneys' fees, to the extent permitted by law.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. Termination of this Agreement shall not relieve Client of its obligation to pay for Services performed and accepted prior to termination.

4. Confidentiality

"Confidential Information" means non-public, proprietary 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 the circumstances of disclosure. Confidential Information includes without limitation business plans, technical data, software, designs, trade secrets, pricing, and customer information.

The receiving party shall: (a) maintain 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) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is already in the receiving party's possession without restriction at the time of disclosure; (iii) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Notwithstanding the foregoing, disclosure compelled by law or by a court or governmental authority shall not constitute a breach hereunder, provided the receiving party gives prompt written notice and cooperates, at the disclosing party's expense, in any lawful effort to limit or contest such required disclosure.

5. Warranties; Relationship of Parties; Limitation of Liability

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The relationship of the parties is that of independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT 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 THE CLAIM.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

7. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous

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 merger or sale of substantially all of its assets, provided the assignee assumes Service Provider's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this Section.

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