Business Services MQA

BUSINESS SERVICES MQA

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, systems support and quality assurance procedures as further described below; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Service Provider shall be compensated as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at % per month, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure within 15 days of receipt of notice.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein; and (c) exercise at least the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes public through no breach by receiving party; (ii) was rightfully known to receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. Upon termination or upon request, receiving party shall promptly return or destroy Confidential Information and certify destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for dispute resolution.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider shall be solely responsible for all taxes, insurance and benefits relating to its personnel.

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