Business Services MTUG

BUSINESS SERVICES MTUG

This Business Services Agreement ("Agreement") is entered into effective as of by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business technology, advisory and managed services, including consulting, implementation and ongoing support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Service Provider will perform the services described above in accordance with the milestones, specifications and acceptance criteria set forth in the scope. Client will provide reasonable access to personnel, information and facilities as required for Service Provider to perform the services.

PAYMENT TERMS

Payments are due in accordance with the payment schedule above. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Client may terminate for convenience upon prior written notice and payment of all fees accrued through the effective date of termination and any reasonable wind-down costs.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any Confidential Information disclosed by the other party. "Confidential Information" includes nonpublic business, technical and financial information, but excludes information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is already known to the receiving party without restriction, (iii) is 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.

The confidentiality obligations in this Section shall continue for a period of years following the termination or expiration of this Agreement, unless a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Service Provider shall retain ownership of all pre-existing intellectual property and tools used in performing the services. Subject to Client's timely payment of all fees, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Any third-party components incorporated into deliverables shall be subject to their respective licenses.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. Service Provider will maintain commercially reasonable liability and professional liability insurance coverage during the term of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, gross negligence or indemnification obligations, in no event shall either party's aggregate liability arising out of or in connection with this Agreement exceed or the amount of fees paid to Service Provider under this Agreement in the prior twelve months, whichever is greater.

INDEPENDENT CONTRACTOR; SUBCONTRACTING

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture or partnership relationship. Service Provider may engage subcontractors provided that Service Provider remains responsible for performance and compliance with this Agreement.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the notices addresses set forth above by hand, certified mail, or nationally recognized courier, and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to negotiate in good faith to resolve disputes, and either party may seek injunctive relief or other equitable remedies when necessary to protect its rights.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including its exhibits and attachments (if any), constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements, whether written or oral, relating to its subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets.

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