Business Services MSITVNIR

BUSINESS SERVICES MSITVNIR

This Business Services MSITVNIR Agreement (the Agreement) is entered into on this day of , by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider possesses expertise and experience in providing business services and technical support described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described in the Scope of Work and to compensate Service Provider as provided in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the parties' respective rights and obligations and to allocate risk between the parties.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The Scope of Work sets forth the specific tasks, deliverables, milestones and acceptance criteria. Any change to the Scope of Work shall be documented in a written change order signed by both parties.

PAYMENT TERMS

As consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and conditions specified.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Payments shall be made in lawful currency to the account designated by Service Provider. Any expenses pre-approved in writing by Client shall be invoiced as incurred.

Unpaid amounts shall accrue interest at the rate set forth above and Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party or use for any purpose other than performing its obligations under this Agreement any Confidential Information of the other party (Discloser). Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Recipient shall use at least the same degree of care to protect Discloser'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 (a) is or becomes generally known to the public through no fault of Recipient; (b) is lawfully known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information if required by law, provided Recipient gives Discloser prompt written notice and cooperates in any protective action.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments, statements of work and signed change orders, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. The failure to enforce any provision shall not constitute a waiver. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives.

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