Business Services SMOU

Business Services SMOU

This Service Memorandum of Understanding ("SMOU") is entered into effective as of by and between:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and has represented that it has the experience and capacity to provide the services described herein; and

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

WHEREAS, the parties intend by this SMOU to set forth the scope, payment terms, confidentiality obligations and other material terms governing the relationship arising from the services to be provided.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that specific tasks, deliverables and acceptance criteria will be documented and approved in writing as exhibits or work orders appended to this SMOU.

Payment Terms

Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest as set forth below and Client shall be responsible for reasonable collection costs, including attorneys' fees, if payments are not made when due.

Term and Termination

The term of this SMOU shall commence on and, unless earlier terminated in accordance with this SMOU, shall continue until .

Either party may terminate this SMOU for convenience upon prior written notice to the other party delivered no less than days prior to the effective termination date.

Either party may terminate this SMOU for material breach if the breaching party fails to cure such 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 performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this SMOU, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes business plans, pricing, technical information, and client data, but does not include information that (a) is or becomes publicly known through no breach of this SMOU by Recipient, (b) is lawfully received from a third party without restriction, or (c) is independently developed by Recipient without reference to Discloser's Confidential Information.

Recipient shall: (i) use Confidential Information only to perform its obligations under this SMOU; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (iii) not disclose Confidential Information to any third party other than to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this SMOU. These confidentiality obligations shall survive termination of this SMOU for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

Warranties; Liability

Service Provider warrants that it will perform the services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence or willful misconduct, neither party's aggregate liability for claims arising out of or relating to this SMOU shall exceed the total fees paid by Client to Service Provider under this SMOU during the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This SMOU shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this SMOU by negotiation between senior representatives. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the designated jurisdiction unless the parties mutually agree otherwise in writing.

Notices

All notices, demands and other communications required or permitted under this SMOU shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed received when delivered in person, by confirmed electronic delivery, or three (3) business days after deposit with an overnight courier.

Entire Agreement and Amendments

This SMOU, including any exhibits and work orders executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment or modification to this SMOU must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this SMOU is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and remedies provided in this SMOU are cumulative and are in addition to any other rights or remedies available at law or in equity.

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