Business Services MMI CDO Template

BUSINESS SERVICES MMI CDO AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, including but not limited to operational advisory, data aggregation, managed deliverables and related consulting services; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services pursuant to the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and governance of the services.

SCOPE OF WORK

Service Provider shall provide the services and deliverables as specifically described below and in any statement of work executed by the parties. The parties intend that the description below, together with any attached statement of work, defines the scope and performance standards for the services.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the following terms. All amounts are due in United States dollars unless otherwise agreed in writing.

Invoices shall be issued by Service Provider in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Past due amounts shall accrue interest at (or the maximum lawful rate if less).

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services. All reimbursements must be accompanied by appropriate receipts or documentation.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until 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 for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for services performed through the effective date of termination. Client shall pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) that is identified as confidential or that, by its nature or the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information includes business processes, financial data, customer lists, technical information, proprietary tools, models, and any reports or analyses derived therefrom.

The Receiving Party shall not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement. The Receiving Party will protect Confidential Information using 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 not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of its representations and warranties under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall comply with applicable laws and regulations in the performance of its obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for purposes of any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any incorporated statements of work, exhibits or appendices expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be given in writing to the contact persons and addresses specified above or to such other addresses as a party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

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

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