Business Services Service Enablement

Business Services Service Enablement

This Business Services Service Enablement Agreement (the Agreement) is entered into as of Effective Date: , by and between Service Provider: , Address: (Provider), and Client Name: , Address: (Client).

RECITALS

WHEREAS, Provider represents that it has the personnel, technical capacity, and experience necessary to implement and enable the business services and technical integrations described in this Agreement; and

WHEREAS, Client desires to engage Provider to enable certain services, systems, and operational capabilities as set forth in this Agreement and the Scope of Work attached hereto; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones, and any required documentation shall be specified in the Scope of Work and confirmed in writing by both parties. Any change to the Scope of Work shall be subject to a written change order signed by authorized representatives of both parties, which shall state adjustments to schedule, fees, and other obligations.

2. PAYMENT TERMS

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt by electronic transfer or other agreed method. Provider may suspend performance if undisputed amounts remain unpaid more than days after written notice of non-payment, provided Provider allows Client at least ten (10) days to cure after such notice.

3. TERM AND TERMINATION

Commencement Date: , . Initial Term shall continue until Expiration Date: , , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach by the other if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and non-cancellable commitments made prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that by its nature ought reasonably to be treated as confidential. Recipient shall (a) use Confidential Information only for performance of this Agreement, (b) restrict disclosure to its employees, contractors, or affiliates having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no fault of Recipient, (ii) was known to Recipient prior to disclosure as documented by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information if required by law, provided Recipient gives Discloser prompt written notice to allow Discloser to seek protective relief.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains all right, title, and interest in and to Provider's pre-existing intellectual property, tools, methodologies, and know-how. Subject to Client's payment in full of all fees due, Provider assigns to Client all right, title and interest in deliverables specifically created and delivered under this Agreement and identified as deliverables, excluding Provider's pre-existing materials and any third-party materials. Provider may retain copies of deliverables for archival and internal quality purposes.

6. LIABILITY; INSURANCE

Except for gross negligence or willful misconduct, neither party shall be liable to the other for consequential, special, indirect, or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Provider shall maintain insurance customary for its industry and shall provide certificates upon reasonable request.

7. GOVERNING LAW

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 submit to the exclusive personal jurisdiction of the courts located in for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Notices: All notices under this Agreement shall be in writing and delivered to the contact information set forth above or to such other address designated in writing by a party. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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