Business Services ISfTE

BUSINESS SERVICES ISfTE - GENERAL BUSINESS AGREEMENT

THIS AGREEMENT is made effective as of (the Effective Date), by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client retains the Service Provider to perform certain business services generally described as Independent Services for the Enterprise ("ISfTE") and as more specifically set forth in this Agreement;

WHEREAS, Service Provider represents that it has the technical capability, professional personnel, and experience necessary to perform the services described herein and will perform such services in a timely, competent, and professional manner in accordance with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions upon which the Service Provider will perform services and the Client will compensate the Service Provider;

PARTY CONTACTS

SCOPE OF WORK

Service Provider shall perform the business services described in this Section (the "Services"). The Services shall include, without limitation, planning, analysis, implementation, project management, reporting, and any additional tasks specified in the Scope of Work below. Service Provider shall provide qualified personnel and shall use standard commercial efforts to meet agreed milestones and deliverables.

PAYMENT TERMS

Client shall pay Service Provider fees for the Services as set forth below. All fees are payable in lawful currency of the United States unless otherwise agreed in writing.

Amounts invoiced are due within days of invoice receipt unless otherwise specified. Overdue amounts shall incur a late fee of % per month (or the maximum permitted by law, if less) on the unpaid balance, plus collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party where the breaching party fails to cure such breach within thirty (30) days of written notice.

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

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential, proprietary, or trade secret information of the other party ("Confidential Information"). Each party shall (i) hold Confidential Information in strict confidence, (ii) limit disclosure to employees, contractors, or agents having a need to know, and (iii) not use Confidential Information except as necessary to perform under this Agreement. Confidential Information shall not include information that is or becomes publicly known through lawful means, independently developed without reference to the other party's Confidential Information, or rightfully received from a third party without an obligation of confidentiality.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, or for such longer period as required to protect trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in Deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing methodologies, tools, templates, and know-how, provided that Client is granted a nonexclusive, nontransferable license to use such materials solely to the extent incorporated into the Deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's willful misconduct or gross negligence in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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 principles of conflict of laws. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to review this Agreement with counsel and that this Agreement shall be interpreted without any presumption or rule requiring interpretation against the drafter.

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