Business Services S3 Agreement

Business Services S3 Agreement

This Business Services S3 Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with Principal Place of Business: and Client Name: with Principal Place of Business:

RECITALS

WHEREAS, Service Provider possesses experience, personnel and resources to provide business services, including but not limited to technical implementation, operations support, and managed services (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services under the terms and conditions set forth herein, and Service Provider is willing to perform such Services on those terms; and

WHEREAS, the parties intend for this Agreement to govern their entire relationship with respect to the Services and to set forth all material terms of performance, payment and confidentiality.

SCOPE OF WORK

Deliverables shall be those items expressly listed in the Description of Services above. Delivery dates, milestones, acceptance criteria and change orders shall be governed by the procedure set forth in this Agreement and any mutually executed statement of work.

PAYMENT TERMS

Invoices will be submitted according to the Billing and Payment Schedule. Client shall pay undisputed amounts within days of receipt of invoice. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified above, or the maximum rate permitted by law if lower. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Either party may also terminate for convenience upon written notice delivered not fewer than days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay fees for Services performed or expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or would reasonably be considered confidential. Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of any pre-existing intellectual property and tools used to provide the Services. Client is granted a limited, non-exclusive, non-transferable license to use deliverables solely for its internal business purposes upon full payment of applicable fees. To the extent any deliverable contains Client Confidential Information provided under this Agreement, ownership of such Client Confidential Information remains with Client.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party's aggregate liability exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses provided above by registered mail, nationally recognized courier, or email if accompanied by confirmation of receipt.

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 principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If unresolved, the parties may seek relief in courts of competent jurisdiction in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency or partnership relationship.

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