Business Services MS232

BUSINESS SERVICES MS232

Parties

This Business Services Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, Service Provider has expertise and experience in providing business consulting, operational support, and related professional services described below; and

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

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described in this Section and any attached statement of work. Services shall be performed with reasonable skill and care consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the following terms:

Late payment shall accrue interest and fees as set forth below.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the Notice Period following written notice of such breach.

Termination for convenience by Client requires written notice to Service Provider of the intention to terminate and payment for all services performed through the effective termination date.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without reliance on the Confidential Information.

The Receiving Party shall use Confidential Information solely to exercise its rights and perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client’s internal business purposes. Pre-existing materials and Service Provider tools and methodologies remain the sole property of Service Provider. To the extent any deliverable incorporates Client Confidential Information, Client retains ownership of that Confidential Information.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner. Except as expressly set forth herein, neither party makes any other warranties. Except for liability arising from gross negligence or willful misconduct, liability of each party to the other shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law rules.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

Entire Agreement

This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Execution

The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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