Business Services SCP

Business Services SCP

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, including consulting, project implementation, and operational support, and represents that it has the experience, personnel, and resources to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services.

Parties and Contact Information

Scope of Work

Service Provider will perform the services and deliverables described below (the "Services"). The Services shall include, at a minimum, the tasks, deliverables, milestones, and acceptance criteria specified by the parties in writing below and in any appended statements of work. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Services, Client shall pay Service Provider the fees set forth below. All payments are due in United States dollars and are non-refundable except as expressly provided in this Agreement.

Client shall reimburse Service Provider for pre-approved reasonable out-of-pocket expenses incurred in connection with performance of the Services upon presentation of supporting receipts. Unless otherwise agreed, amounts due under this Agreement that are not paid within ten (10) days after the invoice due date shall accrue the Late Payment Fee specified above until paid. Client shall pay any sales, use, value-added or similar taxes imposed on the Services, other than taxes on Service Provider's net income.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination for convenience by either party requires the notice period specified above and payment of all fees and reimbursable expenses incurred through the effective date of termination. Upon termination, Service Provider shall deliver any completed deliverables and Client shall pay for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use, except for the performance of its obligations under this Agreement, any non-public proprietary or confidential information of the other party (the "Disclosing Party"). Confidential information does not include information that (i) is or becomes generally available to the public through no wrongful act of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) was lawfully disclosed to the Receiving Party by a third party without restriction, or (iv) is independently developed without use of or reference to the Disclosing Party's confidential information. The Receiving Party shall employ 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.

Representations, Warranties and Liability

Each party warrants that it has the right and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's willful misconduct, gross negligence, or material breach of its obligations under this Agreement.

Governing Law

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. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement; Amendments

This Agreement, together with any attached statements of work or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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