Business Services SAA005

Business Services SAA005

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services from Service Provider Name: ; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services under the terms and conditions set forth in this Agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope below constitutes the primary obligations of Service Provider; any material changes to scope shall be documented in a written amendment signed by both parties.

Payment Terms

In consideration for the performance of the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Service Provider shall submit invoices in accordance with the schedule below.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services upon submission of supporting documentation. All undisputed invoiced amounts shall be paid in full by Client in accordance with the invoice schedule above.

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Either party may terminate immediately for cause where required by law or where continuing performance would expose the terminating party to material legal or regulatory risk.

Confidentiality

Each party (Receiving Party) shall hold confidential and not disclose to any third party any Confidential Information of the other party (Disclosing Party) obtained in connection with this Agreement. Confidential Information includes business strategies, customer information, pricing, trade secrets, technical data and any non-public information marked or identified as confidential or that reasonably should be understood to be confidential given its nature.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement, shall restrict access to employees and contractors who have a need to know, and shall be responsible for any breach of confidentiality by its representatives. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they maintain their status under applicable law.

Representations; Relationship; Insurance

Each party represents that it has full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an agent, employee or partner of Client. Service Provider shall maintain appropriate insurance coverage for the Services and provide evidence of such insurance upon Client's reasonable request.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. 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) month period preceding the event giving rise to 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 conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

Assignment; Amendments

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including any exhibits or attachments 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 understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices may be delivered by hand, certified mail return receipt requested, or nationally recognized overnight courier.

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