Business Services SMLD

BUSINESS SERVICES SMLD

Parties and Effective Date

This Business Services Agreement ("Agreement") is entered into by and between Client Name: , Client Address: and Service Provider Name: , Provider Address: (together, the "Parties"). The Effective Date of this Agreement is .

WHEREAS

WHEREAS, Client requires business services in the nature of advisory, implementation, operational support and related services described below; and

WHEREAS, Provider has the experience, personnel and resources necessary to perform such services and is willing to provide the Services to Client on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

Scope of Work

Provider shall provide the Services described above in a professional and workmanlike manner consistent with industry standards. Provider will assign competent personnel and will be responsible for supervision, quality control and completion of the Services in accordance with the project schedule set forth in the Scope of Work.

Payment Terms

Unless otherwise stated, Client shall pay invoices within days of invoice date. A non-refundable deposit of is due upon execution where specified in the Payment Schedule.

Overdue amounts shall accrue a late fee of per month (or the maximum lawful rate, if lower) plus all reasonable collection costs and attorneys' fees incurred by Provider in recovering overdue amounts.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services properly performed through the termination date.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Upon termination or upon the Disclosing Party's written request, Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

Independent Contractor; Insurance

Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, insurance and other statutory obligations applicable to Provider and Provider's personnel. Provider shall maintain industry-standard insurance coverage and provide proof of insurance upon Client's reasonable request.

Indemnification; Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims, liabilities, losses, damages and expenses arising from its breach of this Agreement or its negligent or willful acts or omissions. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any Schedules, exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement 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 to the Parties at the addresses provided above by hand, certified mail (return receipt requested) or reputable overnight courier, and shall be deemed given on the date of delivery.

Execution

The individuals signing below represent and warrant that they are authorized to bind the Party on whose behalf they sign and that the Party accepts and agrees to be bound by the terms of this Agreement.

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