Business Services MTB Agreement

Business Services MTB Agreement

This Business Services MTB Agreement (the Agreement) is entered into as of (Effective Date) by and between (Service Provider) and (Client). Service Provider and Client are sometimes individually referred to as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing managed technical business (MTB) services including but not limited to systems integration, scheduled maintenance, operational oversight, and advisory services; and

WHEREAS, Client desires to retain Service Provider to perform the MTB services described herein under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services to Client subject to those terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be documented in a written amendment signed by authorized representatives of both Parties.

2. Payment Terms

Client shall pay undisputed invoices within the number of days set forth in the Payment Schedule. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within ten (10) days specifying the basis for the dispute; the undisputed portion shall remain due and payable on the due date.

3. Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience with the notice period specified above. Either Party may terminate immediately for material breach by the other Party that remains uncured thirty (30) days after written notice of such breach. Upon termination, Client shall pay Service Provider for all services rendered and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business processes, technical designs, customer lists, pricing, and trade secrets.

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, but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. A compelled disclosure required by law shall not constitute a breach so long as Receiving Party provides prompt notice to Disclosing Party and cooperates upon request with respect to any protective order or other remedy.

5. Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, each Party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

6. Notices

Notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), national overnight courier, or email where receipt is acknowledged by the recipient. Notices are effective upon receipt.

7. 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 any dispute arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all Schedules and written amendments signed by authorized representatives of the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 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, provided the assignee assumes all obligations hereunder.

Acknowledgment

Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the Party for which they sign.

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