Business Services RTX

BUSINESS SERVICES RTX

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services including advisory, implementation, project management and related technical support; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to provide such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Deliverables shall be those items expressly described in the Description of Services above. Service Provider will perform services using personnel with appropriate training and experience and in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

If any payment due hereunder is not received by Service Provider within days after the due date, a late payment charge equal to the lesser of per month or will be assessed on the outstanding balance.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party in connection with this Agreement, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information excludes information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is already known to the receiving party without obligation of confidentiality at the time of disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Each party shall: (i) use Confidential Information only for the purpose of performing its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents with a need to know and subject to confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. Required disclosures by law or court order must be preceded, where practicable, by prompt notice to the disclosing party to allow it to seek protective relief.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or agency relationship. Service Provider is solely responsible for all taxes, withholdings, benefits and other obligations applicable to its personnel.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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