Business Services PS-PE007

Business Services PS-PE007

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, implementation and advisory services as further described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services described in the Scope of Work and Service Provider agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the rights and obligations of each party with respect to the performance, payment, confidentiality and termination of the engagement.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the Scope of Work may be amended by written change order executed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in accordance with this Payment Terms section. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall incur interest at the lesser of the rate of or the maximum rate permitted by law, calculated monthly on the outstanding balance until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by a disclosing party to a receiving party, whether in oral, written or electronic form, 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.

The receiving party shall (i) 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; (ii) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

Confidential obligations do not apply to information that: (a) becomes publicly available other than through breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or valid order of a court or governmental body, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising under this Agreement shall lie in the state and federal courts located in the forum agreed below unless the parties elect in writing to pursue alternative dispute resolution.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency or partnership relationship between the parties.

Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to a successor entity in connection with a merger or sale of substantially all of its assets.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct, subject to any limitations of liability expressly set forth herein.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties.

Execution. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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