Business Services Pathpoint

Business Services Pathpoint - General Business Agreement

This Agreement is entered into as of Effective Date: by and between:

RECITALS

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

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

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the Scope of Work may be modified by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known by the receiving party prior to receipt from the disclosing party without obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier, addressed to the party at the address set forth at the beginning of this Agreement or to such other address as a party may designate by notice hereunder.

SIGNATURES

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