Business Services NetAlly Template

BUSINESS SERVICES NETALLY TEMPLATE

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technical, advisory and implementation services related to network analysis, troubleshooting and reporting;

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

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the professional services described below and deliverables as specified. Services shall include, but are not limited to, diagnostic assessment, on-site or remote troubleshooting, configuration recommendations, written reports, and knowledge transfer to Client personnel. Specific deliverables, acceptance criteria, and timelines are set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Service Provider compensation for the Services in accordance with the schedule and amounts set forth below. All fees are exclusive of taxes unless otherwise indicated.

Invoices shall be issued in accordance with the Payment Schedule. Invoices are due within days of invoice date. Payments not received within such period shall accrue interest at the rate of percent per month on the unpaid balance or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving 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. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically, including but not limited to technical data, trade secrets, business plans, customer lists and pricing. The receiving party will (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) protect such information with at least the same degree of care 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 available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and shall reasonably cooperate in the defense of such claim.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state, subject to service of process and jurisdictional requirements.

ENTIRE AGREEMENT

This Agreement, including any exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by duly 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 this Agreement in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party may designate by written notice.

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