Business Services KSOF

BUSINESS SERVICES KSOF

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and technical advisory work, and holds the requisite expertise, personnel, and resources to perform such services; and

WHEREAS, Client desires to obtain certain business services from Service Provider, and Service Provider is willing to provide those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their mutual rights, obligations, and the commercial terms governing the engagement effective as of .

Scope of Work

Service Provider will perform the services described below (the "Services"). The Services shall include, without limitation, deliverables, milestones, and acceptance criteria expressly set forth in this section or in any statement of work executed by the parties and incorporated herein. Service Provider will perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as set forth below. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes and reimbursable expenses.

Fixed fee Hourly Milestone-based

Unpaid amounts shall accrue interest at the lesser of the maximum rate permitted by law or per month, compounded monthly, and Service Provider may suspend performance for overdue invoices after providing written notice and a reasonable cure period.

Reimbursable expenses will be invoiced at cost if agreed in advance. Reimbursement for expenses requires prior written approval if expenses exceed .

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, ends on the End Date set forth below. Either party may terminate this Agreement for convenience by providing the other party with written notice at least the number of days specified below. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within the cure period specified below.

Start Date:     End Date:

Notice period for termination for convenience (days):     Cure period for material breach (days):

Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Payment, Indemnification, Governing Law and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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. Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except as expressly permitted herein. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Disclosing Party's Confidential Information.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except that trade secrets shall be protected so long as they remain trade secrets under applicable law.

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 laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation between senior representatives. If negotiation fails, the parties may pursue any available remedy in any court of competent jurisdiction in the chosen state.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

If any provision of this Agreement is held unenforceable, that provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial overnight courier, and shall be deemed given upon receipt.

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