Business Services HCS200

BUSINESS SERVICES HCS200

Parties and Effective Date

Service Provider Name:

Client Name:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and related deliverables, and represents that it has the skill, experience and personnel necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to the services and deliverables provided under this Agreement.

Scope of Work

Service Provider shall perform the services and produce the deliverables described below. The scope may be modified only by a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider for the services performed as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

Invoices are due within days of receipt. Payments not received within such period shall accrue late fees as set forth below.

Late payment shall incur a late fee of on outstanding balances, plus recovery of collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date and continue as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure the breach within 15 days of receiving written notice specifying the breach.

Upon termination, Client shall pay for services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver any completed deliverables and, to the extent reasonably practicable, work in progress.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall (i) use Confidential Information solely for performance of this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (a) known to the receiving party prior to disclosure without obligation of confidentiality, (b) becomes generally available to the public other than through a breach of this Agreement, or (c) is rightfully received from a third party without restriction. Disclosure required by law or regulation shall be made only after reasonable notice to the disclosing party and to the extent lawful, a protective order shall be sought.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Agreement, conditioned on Client's payment in full. Service Provider retains ownership of pre-existing tools, methodologies, know-how, and materials used or adapted in providing the services, subject to the license granted herein.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by the courts located in the county of the governing state selected above.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification will be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement or any right or obligation hereunder 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 all or substantially all of its assets.

Severability: If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

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