Business Services SAP

BUSINESS SERVICES AGREEMENT — SAP

This Business Services Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires business advisory, configuration, implementation, integration, support and related services for SAP software and associated business processes (the Services); and

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel and resources necessary to perform the Services, and agrees to perform the Services in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the Services described below. Deliverables, milestones, acceptance criteria and any change order process are set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses specified below in consideration for the Services. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider will issue invoices in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Late payments shall accrue interest at per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress deliverables, and Client shall pay all undisputed fees and approved reimbursable expenses accrued through the effective date of termination. Final invoices shall be submitted within days of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" includes nonpublic business, technical, financial, product, process, pricing, customer and personnel information disclosed in oral, written or electronic form and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain confidential for so long as they qualify as trade secrets.

Confidential Information does not include information that is (i) publicly known without breach of this Agreement by the Receiving Party, (ii) rightfully received from a third party without obligation of confidentiality, (iii) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (iv) required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice and cooperates in any lawful effort to limit the disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

RELATIONSHIP OF PARTIES

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

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 such state for disputes not subject to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party’s prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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