Business Services MSS

BUSINESS SERVICES MSS

This Business Services Master Services Agreement ("Agreement") is made and entered into as of by and between:

Client Name:     Service Provider Name:

RECITALS

WHEREAS, Client is engaged in the business of providing products and services to third parties and desires to obtain certain business services from Service Provider as described in this Agreement; and

WHEREAS, Service Provider possesses the skill, experience, and resources necessary to perform the services described herein and agrees to render such services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the scope, payment, confidentiality, term and termination, and other obligations associated with the provision of services.

SCOPE OF WORK

Service Provider shall provide the services described below pursuant to the terms of this Agreement. The parties may describe specific projects, deliverables, milestones, and acceptance criteria in writing as Statements of Work executed under this Agreement.

PAYMENT TERMS

Compensation for services performed under this Agreement shall be as follows. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be rendered by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of an invoice. If Client disputes an invoice in good faith, Client shall provide written notice specifying the basis for the dispute and the parties shall promptly attempt to resolve the dispute in good faith.

Late payments shall bear interest at the rate of or the maximum lawful rate, whichever is less. Service Provider may suspend performance for amounts overdue beyond days following notice of nonpayment.

TERM AND TERMINATION

Term: 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 days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) 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 prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was lawfully known by the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies and Duration: Each party acknowledges that a breach of this Section would cause irreparable harm for which monetary damages alone may be an inadequate remedy. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless otherwise required by law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight carrier, or personal delivery, and shall be effective upon receipt.

GOVERNING LAW

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

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and shall not be deemed an employee, partner, or agent of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations of its personnel.

Assignment; Amendment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any Statements of Work or schedules executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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