Business Services MCS-150

Business Services MCS-150

Parties

Recitals

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider has represented that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the business services described herein and under which Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below in accordance with the terms of this Agreement. Any changes to the Scope of Work must be made in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below. All fees are stated in the currency of payment agreed by the parties and are exclusive of taxes unless otherwise stated.

All invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of the highest rate permitted by law or , and Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the End Date or until completion of the Scope of Work, whichever occurs later.

Effective Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party relating to business operations, pricing, technical data, customer lists, or other information that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) to use Confidential Information solely to perform its obligations under this Agreement. The obligations under this Section shall remain in effect for following termination or expiration of this Agreement. Exceptions include information that is or becomes public through no breach by the receiving party, was known prior to disclosure, or is required to be disclosed by law or court order.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

Representations; Entire Agreement

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that the execution and delivery of this Agreement has been duly authorized by all necessary action.

This Agreement, together with any written change orders 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, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Indemnity and Limitation of Liability

Service Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising from Service Provider's gross negligence or willful misconduct in performing the Services. Except for indemnity obligations and breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive, or special damages, and each party's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth in the Parties section above or to such other address as may be designated by written notice.

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