Business Services Overall

BUSINESS SERVICES AGREEMENT

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services including advisory, implementation, and support services described below; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement, and Service Provider is willing to perform such services on the terms and conditions set forth herein; and

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

1. SCOPE OF WORK

Service Provider shall perform the services, deliverables, and other tasks described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the Services, Client will pay Service Provider in accordance with the terms set forth below. All amounts are in lawful currency of the jurisdiction identified in Governing Law, unless otherwise agreed in writing.

Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of the Services. All payments are due in full and non-refundable except as expressly provided in this Agreement. Service Provider reserves the right to suspend performance for invoices overdue by more than the payment due days specified above, after providing written notice.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate without cause by providing the notice period specified above. Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not affect rights or obligations accrued prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement. Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as these, and (c) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is: (i) in the public domain through no fault of Receiving Party; (ii) already known to Receiving Party without an obligation of confidentiality; (iii) rightfully received from a third party without restriction; or (iv) independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property, methodologies, templates, and tools used in performance of the Services. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the final deliverables for Client's internal business purposes. Any third-party materials are subject to their license terms and Client agrees to comply with such terms.

6. REPRESENTATIONS; INDEMNIFICATION

Each party represents that it has the right and authority to enter into this Agreement and to perform its obligations. Client shall indemnify and hold Service Provider harmless from claims arising out of Client's misuse of deliverables or Client-provided materials, except to the extent caused by Service Provider's gross negligence or willful misconduct. Service Provider's liability for any claim shall be limited to direct damages up to the total fees paid by Client under this Agreement in the twelve months preceding the claim; neither party shall be liable for indirect, incidental, consequential, or punitive damages.

7. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship between the parties. Service Provider is responsible for all taxes and benefits for its personnel.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without giving effect to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits, and written statements of work executed hereunder, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. Notices required by this Agreement must be delivered in writing to the addresses set forth above.

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