Business Services Platform Plus

Business Services Platform Plus

Parties

Effective Date:

Recitals

WHEREAS, Client desires to retain Service Provider to provide access to and support for the Business Services Platform Plus offering and related services as described herein; and

WHEREAS, Service Provider develops, operates and licenses platform services that integrate business operations, analytics, and professional services, and is willing to provide such services to Client under the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision and use of the Platform and related services.

Scope of Work

Service Provider shall provide the platform services, professional services, support, and deliverables as described below. The parties acknowledge that specific tasks, milestones, and acceptance criteria will be set forth in writing and appended as schedules or work orders pursuant to this Section.

Payment Terms

Client shall pay Service Provider for services rendered under this Agreement in accordance with the following terms. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on the Effective Date and shall continue for the term set forth below, 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 breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or otherwise, 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 includes business and product plans, customer lists, technical data, and pricing.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) 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, and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law (provided the receiving party gives prompt notice to the disclosing party to allow protective measures).

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by the receiving party, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the amounts paid or payable by Client to Service Provider under this Agreement during 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 conflict of law principles.

Entire Agreement

This Agreement, including any schedules and work orders executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will 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 of its assets.

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