Business Services Migliore

BUSINESS SERVICES MIGLIORE

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and related deliverables; and

WHEREAS, Client desires to engage 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 set forth below, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services described above and shall deliver tangible deliverables, if any, in accordance with the schedule set forth in the Scope of Work. Any material change in the Scope of Work shall require a written change order executed by authorized representatives of both parties.

2. Payment Terms

Invoices for fees and reimbursable expenses shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Client shall pay all undisputed invoices within calendar days of receipt.

Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing by Client. All payments are non-refundable unless otherwise provided in this Agreement.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within 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 prior to the effective date of termination.

4. Confidentiality

"Confidential Information" means any technical, business, financial or other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence and use it only for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) implement reasonable safeguards to prevent unauthorized use or disclosure.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was lawfully known to the receiving party 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 receiving party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

5. Ownership of Work Product

Unless otherwise agreed in writing, all deliverables and work product produced by Service Provider under this Agreement shall be the property of Client upon full payment of all amounts due. Service Provider retains ownership of its pre-existing tools, software, methodologies and know-how, and grants Client a non-exclusive license to use such items only as incorporated into the deliverables.

6. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for incidental, special or consequential damages.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

9. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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