Business Services Managed Services Program

BUSINESS SERVICES MANAGED SERVICES PROGRAM

This Managed Services Program Agreement (the "Agreement") is entered into by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing managed business services, systems administration, monitoring and related professional services; and

WHEREAS, Client desires to retain Service Provider to provide the managed services described herein, and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. SCOPE OF SERVICES

Service Provider shall provide managed services to Client in accordance with the terms of this Agreement. The specific services, deliverables, service levels and any project milestones shall be described in the Scope of Work below. Service Provider will exercise commercially reasonable efforts and industry-standard practices in performing the services.

2. TERM AND TERMINATION

The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon giving not less than days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. PAYMENT TERMS

As consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees set forth below in U.S. dollars. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice date. Late payments shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs and expenses incurred in collecting overdue amounts.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing 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 ("Confidential Information"). Confidential Information shall not include information that: (a) was in the public domain at the time of disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) was lawfully in the Receiving Party's possession prior to disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall not disclose such information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as requested by the Disclosing Party, except to the extent retention is required by law or reasonable recordkeeping practices.

5. SERVICE LEVELS AND REMEDIES

Service Provider shall use commercially reasonable efforts to maintain the availability and responsiveness levels described in the Scope of Work. In the event Service Provider fails to meet materially defined service levels, Client's sole and exclusive remedy shall be the service credit structure described in the Scope of Work, provided that Client has notified Service Provider in writing and afforded Service Provider a reasonable opportunity to remedy the deficiency.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or violations of Confidential Information obligations, neither party shall be liable to the other for lost profits, loss of use, loss of data or indirect, incidental, special or consequential damages arising under this Agreement. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

7. INDEPENDENT CONTRACTOR; SUBCONTRACTORS

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider may engage subcontractors to perform portions of the services provided that Service Provider remains responsible for subcontractor performance and compliance with the terms of this Agreement.

8. 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 promptly through negotiation between senior executives. If the dispute is not resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration unless otherwise mutually agreed in writing.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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

ADDITIONAL PROVISIONS

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