Business Services Premier MA

Business Services Premier MA

Effective Date:

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform professional business services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider has represented that it has the experience, expertise, and personnel necessary to perform such services and is willing to provide those services to Client in accordance with the terms of this Agreement; and

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

Scope of Work

Service Provider shall provide the services described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees and reimburse expenses in accordance with this section. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date or until completion of the Services.

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 the notice period specified above following written notice. Termination for convenience by Client requires payment for services performed and non-cancellable commitments made prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, and technical information.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A permitted disclosure pursuant to law or valid court order shall not constitute a breach provided the receiving party gives prompt notice and cooperates to seek an appropriate protective order.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon final payment for such deliverables. Service Provider retains ownership of its pre-existing tools, methodologies, templates, and know-how, and grants Client a limited, nonexclusive license to use such materials only as incorporated in the deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's willful misconduct or gross negligence in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its duties under 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 such party's assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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