Business Services RP

BUSINESS SERVICES RP

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: with principal address at (hereinafter "Client"), and Service Provider Name: with principal address at (hereinafter "Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business services, including advisory, implementation and deliverable production; and

WHEREAS, Client desires to engage Provider to perform the services described herein and Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the terms of their relationship, the scope and schedule of services, compensation and the parties' respective rights and obligations.

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider shall exercise commercially reasonable efforts to complete the work in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Compensation for the services performed under this Agreement shall be as follows.

Retainer:

Milestone payments as follows:

Invoices shall be rendered by Provider and are due within days of Client's receipt. Late payments shall bear interest at , and Client shall be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

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

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall promptly deliver to Client all work product for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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) use Confidential Information solely for performance or receipt of services under this Agreement; (b) limit disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all amounts due hereunder, Provider assigns to Client all right, title and interest in and to deliverables that are specially commissioned and paid for under this Agreement. Provider retains ownership of Provider's preexisting tools, methodologies and general know-how, and grants Client a nonexclusive, perpetual license to incorporate such preexisting materials into the delivered work product.

INDEPENDENT CONTRACTOR; TAXES

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship. Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from compensation paid to Provider.

INDEMNIFICATION AND LIMITATION OF LIABILITY

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing. Notice is effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, together with any attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or intellectual property provisions and that injunctive relief may be sought in addition to any other remedies. The parties agree to cooperate in good faith to resolve disputes, and any legal action shall be brought in the state or federal courts located in the governing state specified above.

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