Business Services mcaf

DOCUMENT NAME

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business services related to the management, development and delivery of business and technical solutions identified in the Scope of Work; and

WHEREAS, Service Provider represents that it possesses the necessary skill, experience and personnel to provide such services and is willing to perform the services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner in accordance with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work and any attachment incorporated by reference herein. Client shall have a period of days to review and either accept or provide written objections to each deliverable.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of Client's receipt of an undisputed invoice. Late payments shall accrue interest at percent per month, or the maximum rate permitted by law, whichever is less. Service Provider may also charge a minimum late fee of .

All fees are exclusive of taxes, duties and governmental charges. Client shall be responsible for all applicable sales and use taxes, except taxes based on Service Provider's net income. Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of services shall be reimbursed by Client upon submission of substantiating documentation.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice describing the breach. Upon termination, Client shall pay Service Provider for all services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public 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. Confidential Information includes business plans, technical data, software, trade secrets, pricing and customer information.

The Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect Confidential Information with reasonable care. The obligations in this section shall survive termination of this Agreement for years, except for trade secrets, which shall be protected for as long as they qualify as trade secret under applicable law.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship. Service Provider shall have no authority to bind Client except as expressly set forth in this Agreement.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall be limited to the total fees paid or payable by Client to Service Provider under this Agreement in 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 conflicts of law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any appendices or exhibits expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations under 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 merger or sale of all or substantially all of its assets.

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