Business Services OSD MCOM Template

BUSINESS SERVICES OSD MCOM TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of , (Effective Date), by and between:

Client Name:     Contractor Name:

RECITALS

WHEREAS, Client desires to procure certain business and communications services described herein and Contractor has represented that it possesses the expertise, personnel and resources necessary to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, Contractor agrees to perform the services for Client under the terms set forth in this Agreement and to deliver results consistent with the specifications and schedule agreed between the parties; and

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

Contractor shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Contractor shall provide all labor, materials, equipment and supervision necessary to complete the services unless otherwise agreed in writing.

PAYMENT TERMS

Compensation for the Services shall be as set forth below. Except as expressly provided, all fees are exclusive of taxes, duties and similar charges which shall be the responsibility of the party required by law to pay them.

Invoices shall be submitted in accordance with the Payment Schedule. Payment shall be due within days from Client's receipt of a correct invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other in any form that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) use Confidential Information only to perform its obligations or exercise rights under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any effort to obtain confidential treatment.

Survival: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

INDEMNIFICATION AND INSURANCE

Indemnity: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performing its obligations under this Agreement.

Insurance: Contractor shall maintain commercial general liability and professional liability insurance with limits not less than or as otherwise reasonably required by Client, and shall provide certificates of insurance upon request.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, indemnification obligations or breach of confidentiality, in no event shall either party be liable to the other for any consequential, incidental, special or punitive damages or lost profits, and aggregate liability shall be limited to the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located within that State.

NOTICES

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, provided that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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

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