Business Services SA-3

Business Services SA-3

Effective Date:

RECITALS

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain business services described herein; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel and resources to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in this Section.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all collection costs, including reasonable attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Cure Period (days): days after written notice. Client may terminate for convenience upon prior written notice of Notice Period (days): days, subject to payment for services performed through the effective date of termination.

Upon termination, Service Provider shall deliver all work in progress and final deliverables for which Client has paid. Termination shall not relieve Client of its obligation to pay fees accrued for services rendered and reimbursable expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information, including business plans, client lists, pricing, technical data, trade secrets, and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, in writing, or electronically. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secret under applicable law.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent compelled by a court or governmental authority, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to obtain protective orders or limit disclosure.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, incidental, punitive or exemplary damages, including lost profits.

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 state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: 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 merger or sale of substantially all its assets. Notices: All notices must be in writing and delivered to the addresses below or such other address as a party designates in writing.

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