Business Services Recentric

BUSINESS SERVICES RECENTRIC AGREEMENT

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform recentric business services consisting of strategic alignment of operations, market reorientation, and implementation support, and Service Provider has the qualifications and capacity to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties intend for Service Provider to provide project management, analysis, deliverables, and advisory services as further described in the Scope of Work, and for Client to compensate Service Provider pursuant to the Payment Terms below.

WHEREAS, the parties desire to set forth their entire agreement with respect to the subject matter herein and to allocate responsibilities, confidentiality, and risk between them.

SCOPE OF WORK

Service Provider will perform the services and produce the deliverables described below. The Scope of Work establishes the substantive services, milestones, and acceptance criteria. Any material changes to the Scope of Work must be agreed in writing by both parties and may be subject to additional fees.

PAYMENT TERMS

The Client shall pay Service Provider the fees and charges set forth below in consideration for the services rendered under this Agreement.

Invoices are due within days of receipt unless otherwise agreed in writing. Payments not received within the agreed period shall accrue a late fee of % per month on the outstanding balance, calculated monthly and compounded.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue in effect until the End Date unless earlier terminated in accordance with this Agreement.

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, trade secrets, financial information, customer lists, and proprietary methodologies, but excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of Confidential Information, or (d) is required to be disclosed by law, provided that the Receiving Party promptly notifies the Disclosing Party and cooperates to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits or business interruption, even if advised of the possibility of such damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall first seek to resolve disputes in good faith through negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the chosen state in accordance with the parties' agreed arbitration procedures, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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