Business Services SC-1

Business Services SC-1

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, consulting, project implementation, and related deliverables; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the professional services and deliverables described below. The scope may be amended by written Change Order signed by both parties.

Payment Terms

Total Contract Amount:

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at per month (or the maximum permitted by law), and a one-time administrative late fee of may be assessed.

Check or Wire Transfer Card or Electronic Payment Other (specify in Payment Schedule)

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of the breach.

Confidentiality

Each party (the "Receiving Party") will hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and will not use or disclose such information except to perform obligations under this Agreement. Confidential information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; or (c) was known to the Receiving Party prior to disclosure as demonstrable by written records.

The Receiving Party will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination, the Receiving Party will return or destroy Confidential Information as requested by the Disclosing Party and will certify in writing that it has complied with such obligation.

Representations; Independent Contractor; Insurance

Service Provider represents that it has the authority, expertise, and resources to perform the services described herein and will perform such services in a professional and workmanlike manner consistent with industry standards. Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall maintain commercially reasonable insurance appropriate for the services performed.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from third party claims to the extent resulting from the indemnifying party's gross negligence or willful misconduct, breach of this Agreement, or violation of law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through escalation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in the governing state, unless the parties mutually agree in writing to litigation.

Entire Agreement; Amendment

This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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

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 prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

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