Business Services Proposal

BUSINESS SERVICES PROPOSAL

Proposal Date:   Proposal Number:

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing professional business services, including consulting, project management, and technical implementation; and

WHEREAS, Client desires to retain Provider to perform services described in this Proposal under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Proposal, when signed by both parties, to constitute a binding agreement for the provision of the described services.

Scope of Work

Project Name:

Deliverables and acceptance criteria shall be set forth in the Scope of Work above. Provider shall use commercially reasonable efforts to deliver the services in accordance with the schedule mutually agreed by the parties. Revisions to deliverables requested by Client beyond the agreed acceptance criteria may be subject to additional fees.

Payment Terms

Total Fee:    Deposit:

Invoices shall be submitted in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of invoice date. Late payments shall incur interest at per month (or the maximum lawful rate if lower) on the outstanding balance. Client is responsible for reasonable expenses incurred by Provider in the performance of services, provided such expenses are pre-approved in writing by Client.

Term and Termination

Term Commencement:    Estimated Completion:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach. Upon termination, Client shall pay Provider for services performed and reimbursable expenses incurred through the effective date of termination. If Client terminates for convenience prior to completion, Provider shall be entitled to payment for work completed and a pro rata portion of fees for partially completed milestones.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Proposal and shall not disclose it to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or request, the Receiving Party shall return or destroy Confidential Information of the Disclosing Party and certify such return or destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and tools used in performing the services. Upon full payment of all fees, Provider grants Client a non-exclusive, non-transferable license to use deliverables specifically identified and delivered under this Proposal for Client's internal business purposes. Provider may retain copies of work product for recordkeeping and archival purposes.

Liability; Indemnification

Each party's liability to the other for any claim arising under or related to this Proposal shall be limited to direct damages and shall not exceed the total fees actually paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify and hold Provider harmless against third-party claims arising from Client's use of deliverables, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

Subcontracting and Assignment

Provider may engage subcontractors to perform portions of the work, provided Provider remains responsible for performance. Neither party may assign this Proposal without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Entire Agreement; Amendments

This Proposal, including any attachments and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The relationship of Provider and Client is that of independent contractors. Nothing in this Proposal creates an employment, partnership or joint venture relationship. If any provision is held unenforceable, the remainder shall remain in effect. Notices required under this Proposal shall be in writing and delivered to the addresses provided above.

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