Business Services QSOA

BUSINESS SERVICES QSOA

This Business Services Quality, Scope, and Order Agreement (QSOA) is entered into as of (Effective Date) by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business services as described in this QSOA; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources to perform such services in accordance with the requirements set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, quality expectations, and contractual terms governing the provision of services.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (not including reimbursable expenses): . Payment shall be made in accordance with the schedule below.

Late Payment Fee: If any undisputed amount is not paid when due, interest shall accrue at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. Late fee terms (flat or percentage):

Taxes: All fees are exclusive of taxes. Client shall be responsible for any sales, use, gross receipts, or similar taxes, unless Service Provider provides a valid exemption certificate.

Reimbursable reasonable pre-approved expenses will be billed separately and supported by receipts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this QSOA for convenience upon days' prior written notice. Either party may terminate for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Service Provider will deliver all completed work and invoices for all fees and reimbursable expenses incurred up to the effective date of termination. Client will pay all undisputed amounts within the agreed payment terms.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed by one party to the other in connection with this QSOA. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this QSOA; (b) restrict disclosure to those employees, agents, or subcontractors with a need to know and subject to confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach hereof, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order (provided the disclosing party is given prompt notice and the disclosure is limited to the extent required).

LIMITATION OF LIABILITY

Except for breaches of confidentiality or gross negligence or willful misconduct, in no event shall either party be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of each party for any claim arising out of or related to this QSOA shall not exceed the total fees paid by Client to Service Provider under this QSOA during the six (6) months preceding the claim.

GOVERNING LAW

This QSOA shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for disputes shall be the state or federal courts located within that State.

ENTIRE AGREEMENT

This QSOA, including any written statements of work or appended exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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