Business Services MS EA

BUSINESS SERVICES MASTER SERVICES & ENGAGEMENT AGREEMENT

This Master Services and Engagement Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Provider represents that it has the experience, personnel and resources to perform business consulting, managed services, and related professional services described herein; and

WHEREAS, Client desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement and Provider is willing to perform such services in accordance with these terms.

SCOPE OF WORK

Provider shall provide the services, deliverables, and statements of work described below and in any mutually executed Statement of Work that references this Agreement. The parties intend that each Statement of Work will incorporate and be governed by the terms of this Agreement.

PAYMENT TERMS

Client shall pay Provider for services performed in accordance with the rates, milestones and schedule set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid when due shall accrue interest at the lesser of the rate set forth above or the maximum rate permitted by applicable law. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting past-due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: or until completion of the Services, whichever occurs later.

The Agreement shall automatically renew for successive periods of unless either Party provides written notice of non-renewal at least days prior to the then-effective expiration date.

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 its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial information, customer data, and technical information.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) becomes available to the Receiving Party from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by applicable law or valid legal process, provided that, to the extent permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If negotiation fails, the Parties retain all rights to pursue available remedies in courts of the agreed jurisdiction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party (Indemnitor) shall indemnify, defend and hold harmless the other Party (Indemnitee) from and against third-party claims to the extent arising from the Indemnitor's negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations, neither Party shall be liable to the other for consequential, special, incidental or punitive damages, and each Party's aggregate liability for any claim arising under or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under the applicable Statement of Work in the prior twelve (12) months.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Provider is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement creates an employment relationship, joint venture or agency.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations.

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