Business Services MRCSSI

Business Services MRCSSI

This Business Services Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Service Provider possesses expertise, personnel and resources to provide business services consisting of managed recurring consulting, support, and systems services as further described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions contained herein.

Agreement

In consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, and any milestones will be set forth in writing and confirmed by both parties prior to commencement of each milestone.

Payment Terms

All invoices not paid within thirty (30) days of invoice date shall accrue interest at the rate set forth above or the maximum rate permitted by law, whichever is lower. Client will also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach; provided that termination for nonpayment may be effective after ten (10) days' written notice if payment is not made.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, technical data, pricing and trade secrets.

Each party shall (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations in this paragraph shall survive termination of this Agreement for a period of three (3) years except with respect to trade secrets, which shall be protected for so long as they retain trade secret status.

Representations; Indemnity; Insurance

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence or willful misconduct in performance of the Services. Each party shall maintain commercially reasonable insurance appropriate to its activities under this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing in accordance with this provision; notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or five (5) days after mailing by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, 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 either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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