Business Services Premier Agreement

BUSINESS SERVICES PREMIER AGREEMENT

This Business Services Premier Agreement ("Agreement") is entered into as of , by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, implementation, and managed services, and possesses the expertise and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions contained in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables set forth below. The parties acknowledge that any change in scope that materially alters cost, schedule, or deliverables will be documented in a written change order signed by both parties.

Estimated Completion Date:

PAYMENT TERMS

In consideration for the services provided by Service Provider, Client shall pay Service Provider in accordance with the following terms. All amounts are stated in U.S. dollars unless otherwise specified.

Invoicing and Due Date: Service Provider shall invoice Client in accordance with the schedule above. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon written notice if agreed by the parties in writing.

The Agreement will automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least the notice period above.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Each receiving party shall (i) protect the disclosing party's 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; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: 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 lawfully obtained without restriction by the receiving party prior to disclosure; or (c) was independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in a written assignment, Service Provider retains ownership of its pre-existing tools, methodologies, templates, software and know-how. Client shall receive a non-exclusive, non-transferable license to use deliverables provided as part of the services for Client's internal business purposes.

If a different allocation of ownership is required, the parties shall document such allocation in writing prior to creation of the deliverable.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party ("Indemnifying Party") will indemnify and hold harmless the other party ("Indemnified Party") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Except for liability resulting from a party's willful misconduct or breach of confidentiality or indemnification obligations, neither party's aggregate liability to the other for any and all claims arising under or related to this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim. Neither party shall be liable for any consequential, special, incidental or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedies available at law or equity.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, together with any executed statements of work and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or similar transaction.

NOTICES

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