Business Services MCA

BUSINESS SERVICES MCA

This Master Consulting Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Provider to perform business services described herein and Provider has the expertise and resources to provide such services under the terms and conditions of this Agreement.

WHEREAS, the parties wish to set forth in writing the scope, payment terms, confidentiality obligations and other material terms governing the relationship between them.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with generally accepted industry standards. Deliverables will be accepted by Client upon written confirmation of conformity to the acceptance criteria set forth in the Scope of Services or, if no criteria are specified, upon Client's reasonable approval.

PAYMENT TERMS

All payments are due in United States Dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the number of days specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee paragraph or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until 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 equal to the Termination Notice Period. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written or electronic form, 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. Each receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees, contractors and advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of unless otherwise required by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written addendum, Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Provider retains ownership of all pre-existing and underlying intellectual property. To the extent any deliverable contains Provider's pre-existing materials or tools, Provider hereby grants Client a perpetual, royalty-free license to use such materials as incorporated in the deliverable for Client's internal use.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, 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 paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that State unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written addenda 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, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

NOTICES

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