Business Services Packagree Agreement

Business Services Packagree Agreement

This Business Services Packagree Agreement (the "Agreement") is made and entered into as of by and between:

Service Provider: , Address:

Client: , Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing packaged business services and solutions, including but not limited to consulting, implementation, and support for business operations; and

WHEREAS, Client desires to procure certain packaged services from Service Provider under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and other terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Fees are exclusive of applicable taxes unless otherwise stated.

Invoicing: Service Provider will submit invoices to Client at the intervals set forth above. Client shall pay undisputed invoices within days of receipt.

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: .

Term End Date (if applicable): . If no end date is specified, this Agreement shall continue until terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon giving days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) either directly or indirectly in writing, orally, or by inspection of tangible objects, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) keep Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations or exercise rights under this Agreement. The Receiving Party may disclose Confidential Information to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) already known to the Receiving Party without restriction at the time of disclosure, (ii) publicly known through no fault of the Receiving Party, (iii) rightfully received from a third party without breach of any obligation of confidentiality, or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations in this Section shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Ownership: Unless otherwise agreed in writing, Client shall own final deliverables specifically created for Client and paid in full. Service Provider retains ownership of pre-existing materials, tools, methodologies, templates and general know-how used in performing the services and hereby grants Client a non-exclusive, non-transferable license to use such materials solely as incorporated into the deliverables.

Rights and Licenses: If the parties agree that Service Provider will license software or third-party materials, such licenses shall be governed by separate license terms described in the applicable statement of work or order form.

LIABILITY AND INDEMNIFICATION

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, damages and liabilities arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work, schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, proposals or communications, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor by merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder.

Notices: All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

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