Business Services SCE Form

BUSINESS SERVICES SCE FORM

Parties

Corporation    LLC    Individual    Other

Corporation    LLC    Individual    Other

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, systems configuration, and execution of commercial engagements; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with an effective date of .

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with customary standards in the industry. The scope may be amended by written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and reimburse expenses as set forth below. All amounts are stated in the currency agreed between the parties and exclude applicable taxes unless otherwise stated.

Invoices submitted by Service Provider are due and payable within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at % per month (or the maximum permitted by law), together with any collection costs and attorneys' fees reasonably incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date set forth below and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. 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

Each party (Recipient) shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (Discloser). "Confidential Information" includes non-public business, technical, financial and operational information disclosed in any form. Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that (i) is or becomes generally known through no fault of Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is rightfully received from a third party without restriction. Upon termination or written request, Recipient shall return or destroy Discloser's Confidential Information, except to the extent retention is required by law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, through mediation prior to initiating litigation.

Representations, Warranties and Limitations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Entire Agreement; Amendment

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements. Any amendment or modification to this Agreement must be in a writing signed by an authorized representative of each party.

Miscellaneous Provisions

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 sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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