Business Services SDE

Business Services SDE

Parties and Agreement Date

Agreement Date:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider has the expertise and capacity to provide those services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth their rights, duties and obligations with respect to the performance, acceptance and payment for such services in a written agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description and acceptance criteria below govern the scope of Services and any change shall be governed by the Change Order procedure set forth in this Agreement.

Payment Terms

Total Compensation: Client shall pay Service Provider the total amount set forth below for the services, subject to the payment schedule and conditions below.

Invoices submitted by Service Provider are due and payable within days of receipt. Late payments shall incur interest and fees as set forth below.

Term and Termination

Term: The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (i) use Confidential Information solely to perform under this Agreement; (ii) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise at least reasonable care to protect Confidential Information.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public other than by a breach of this Agreement, was rightfully known to the receiving party prior to disclosure, or is independently developed without use of the other party's Confidential Information.

Duration: The obligations set forth in this section shall continue for years following termination or expiration of this Agreement.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of fees due. Service Provider retains ownership of its pre-existing materials, tools, methodologies and general skills, which are licensed to Client on a non-exclusive, non-transferable basis solely to the extent incorporated in deliverables.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider will perform services in a professional and workmanlike manner consistent with industry standards.

Indemnity: Each party shall indemnify and hold harmless the other against claims arising from its gross negligence or willful misconduct in performance of this Agreement, subject to the indemnifying party's right to control the defense and settlement of such claims.

Limitation of Liability: Except for liability arising out of a party's gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for any claim arising under or related to this Agreement shall exceed the amounts actually paid to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all its assets. Service Provider may engage subcontractors but remains responsible for performance and compliance with this Agreement.

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 law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation prior to initiating litigation.

Entire Agreement; Amendment

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

Miscellaneous

Notices 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 invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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