Business Services Savant

BUSINESS SERVICES SAVANT

This Business Services Agreement (the Agreement) is made and entered into by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform certain business services and the Service Provider represents that it has the professional capability, experience and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform services for the Client effective as of the Effective Date: Effective Date: , .

WHEREAS, the parties acknowledge that this Agreement, together with any attachments and accepted statements of work, constitutes the full understanding between the parties with respect to the subject matter hereof.

SCOPE OF WORK

The Service Provider will provide the services described below. The parties may attach accepted Statements of Work that further describe specific deliverables, milestones and acceptance criteria.

PAYMENT TERMS

Client will pay the Service Provider for all services rendered in accordance with the following terms.

Invoices are due within days of invoice date. Late payments shall accrue interest at: per month, or the maximum rate permitted by law, whichever is lower.

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider. Aggregate expense limit without prior written approval:

TERM AND TERMINATION

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

Start Date: . End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by either party, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information which: (a) is or becomes generally known to the public without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party without restriction; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party shall: (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Upon termination or written request, the receiving party shall return or destroy the disclosing party’s Confidential Information, except to the extent retention is required by law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in an attached Statement of Work, all deliverables and work product created specifically for the Client under this Agreement shall be considered work made for hire and ownership shall vest in the Client upon full payment. Service Provider shall retain ownership of pre-existing materials, tools, methodologies and general know-how used in the performance of services, provided that no pre-existing materials shall contain the Client’s Confidential Information.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, punitive or special damages.

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 choice-of-law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If a dispute cannot be resolved by negotiation within 30 days, the parties may pursue any remedy available at law or in equity.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. Service Provider shall be solely responsible for payment of its employees' compensation, taxes and benefits.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent as closely as possible.

ENTIRE AGREEMENT

This Agreement, including any executed Statements of Work and written attachments, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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