Business Services Oak-Comp

Business Services Oak-Comp

This Business Services Agreement (Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, systems implementation, and operational support as specified herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider perform the services described below in a professional manner consistent with industry standards and that both parties be bound by the covenants, representations and warranties contained herein.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (collectively, the Services). Service Provider will provide personnel, equipment and materials necessary for performance unless otherwise specified.

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Client shall also reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Payment of undisputed invoices shall not be withheld for reasons unrelated to the invoice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations reasonably committed to prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) 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 does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential 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; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they meet the legal definition of trade secret.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability resulting from a party's gross negligence, willful misconduct, breach of confidentiality or indemnity obligations, neither party shall be liable for special, incidental, consequential or punitive damages, and the aggregate liability of either party arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the six (6) month period immediately preceding the claim.

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. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any attachments and exhibits, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Agreement shall create an agency, joint venture or employment relationship. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

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