Business Services MEEC Agreement

Business Services MEEC Agreement

This Business Services MEEC Agreement (the "Agreement") is made effective as of between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform business services in connection with the Client's MEEC program activities and related business operations, and Service Provider has represented that it has the experience and expertise to perform such services in a professional manner;

WHEREAS, Service Provider agrees to perform the services described in this Agreement subject to the terms and conditions set forth herein, including confidentiality, deliverable acceptance, and payment obligations;

WHEREAS, the parties desire to set forth their entire agreement in writing to govern the relationship and allocation of responsibilities between them;

1. Scope of Work

2. Payment Terms

Total Fee for Services: $ . Payment shall be made in accordance with the schedule below.

Late Payment: If any undisputed invoice is not paid within days after the due date, Client shall pay interest on the overdue amount at the lesser of per month or the maximum rate permitted by law, and Service Provider may suspend performance after giving days' written notice.

3. Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination.

Termination for Cause: 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.

4. Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by inspection.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) restrict access to Confidential Information to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known other than by breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Return/Destruction: Upon termination or written request, Receiving Party shall promptly return or certify destruction of Confidential Information, except that one archival copy may be retained solely to comply with legal or regulatory requirements.

5. Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense and settlement of such claim.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve months preceding the claim.

6. Insurance; Independent Contractor

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be solely responsible for its personnel, taxes, and benefits.

Insurance: Service Provider shall maintain commercial general liability and professional liability insurance sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance to Client.

7. Notices

8. Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice-of-law principles.

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

9. Miscellaneous

Amendment; Assignment: No amendment to this Agreement will be effective unless in writing signed by both parties. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or successor entity that assumes Client's obligations in writing.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to payment obligations, confidentiality, indemnification, limitation of liability, and governing law.

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