Business Services Marathon Contract

BUSINESS SERVICES MARATHON CONTRACT

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business process improvement, operations support, and project-based services tailored to marathon-length engagements for commercial clients; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

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

Scope of Work

Deliverables, milestones, and acceptance criteria shall be set forth in writing and attached as an exhibit to this Agreement or documented in project statements agreed by the parties. Changes to scope shall be subject to mutual written agreement and may affect fees and schedule.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services.

All fees are exclusive of taxes and third-party charges. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider. Service Provider shall submit invoices itemizing fees, hours, and expenses. Past-due amounts shall accrue interest as specified above and the non-breaching party may suspend performance if payment is not made following ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services properly performed and expenses incurred through the date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or that a reasonable person would understand to be confidential. Each party agrees to: (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care); (b) use Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or 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: (i) is or becomes public through no breach by the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prior written notice and assistance, at the requesting party’s expense, to seek a protective order or other appropriate remedy.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of two (2) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties; Limitation of Liability

Service Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within sixty (60) days, disputes shall be resolved in courts located within the chosen state unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any attachments, exhibits, and project statements executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted hereunder shall be in writing and delivered to the contact information set forth above or to such other address as either party may specify in writing.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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