Business Services Qualivis

Business Services Qualivis — Business Services Agreement

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized business services including but not limited to consulting, data analysis, process improvement, and project implementation; and

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall use commercially reasonable efforts, personnel, and resources to carry out the Services in a timely and professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as set forth below. Fees shall be invoiced in accordance with the schedule and are due as specified on each invoice.

All amounts payable under this Agreement are exclusive of taxes. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after providing written notice and an opportunity to cure. Late fees set forth above are cumulative and not exclusive of any other remedies available at law or equity.

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 that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other information disclosed by either party 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. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use such Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict disclosure to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such destruction if requested in writing. The confidentiality obligations shall survive termination for a period of three (3) years, or for trade secrets, for so long as such information remains a trade secret under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in methodologies, tools, templates and pre-existing materials used or developed in connection with the Services. Client receives a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any modifications, derivatives, or combined works incorporating Service Provider materials remain subject to Service Provider's ownership, except to the extent parties expressly assign specific deliverables in a written instrument signed by both parties.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for a party's indemnification obligations or willful misconduct, in no event shall either party be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any schedules or exhibits attached hereto, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify by written notice. Notice shall be deemed given upon delivery if personally delivered, one (1) business day after delivery to an overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid.

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