Business Services Horizon

BUSINESS SERVICES HORIZON

This Business Services Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, systems integration, and project management, and represents that it has the skill, experience, and qualifications to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services to Client in accordance with this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services described below for Client. The services to be provided, deliverables, milestones, acceptance criteria and any related responsibilities are as follows:

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Service Provider as follows. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay all undisputed invoiced amounts within days of receipt. Disputed amounts must be identified in writing and accompanied by supporting documentation.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for material breach by the other party if such breach remains uncured after thirty (30) days' written notice, or immediately for cause where permitted by law.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, technical data, trade secrets, forecasts, customer lists, pricing and other proprietary information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use the Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received without restriction from a third party who did not acquire or disclose it in violation of any obligation; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for so long as such information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall be responsible for payment of all federal, state and local taxes and withholding applicable to amounts paid hereunder. Service Provider shall maintain commercially reasonable insurance coverage throughout the term of this Agreement.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, in no event shall either party be liable to the other for any incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement in the six (6) month period preceding the event giving rise to the claim.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct.

GOVERNING LAW; 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 agree to negotiate in good faith to resolve disputes arising under this Agreement; if the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, communications and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or as otherwise designated by either party in writing. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a merger or sale of all or substantially all of its assets.

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