Business Services SO534

Business Services SO534

Agreement Number:    Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, and related services as described below; and

WHEREAS, Client desires to retain Service Provider to perform certain services and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services described in this section and any mutually agreed written statements of work. Deliverables, milestones, acceptance criteria, and any required reports shall be set forth below or in attached statements of work.

Payment Terms

Compensation to Service Provider shall be made as set forth below. Unless otherwise specified in a written statement of work, fees are exclusive of taxes and reimbursable expenses as provided in this Agreement.

Fixed fee     Hourly rate     Other

Invoices shall be delivered to Client at the address set forth above or to the designated billing contact. Client shall pay undisputed amounts within days of receipt of a properly submitted invoice.

Late payments shall incur a late fee equal to % per month on the outstanding balance or the maximum permitted by law, whichever is less, plus all costs of collection, including reasonable attorneys' fees.

Travel and other pre-approved out-of-pocket expenses shall be reimbursed by Client upon submission of reasonable supporting documentation.

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 delivered at least days prior to the effective date of termination.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral or written, 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. Confidential Information includes, without limitation, business plans, technical data, pricing, client lists, and trade secrets.

The receiving party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

The confidentiality obligations set forth herein shall continue for years following termination or expiration of this Agreement. Nothing herein limits either party's right to seek injunctive relief to prevent actual or threatened breaches of confidentiality.

Limitation of Liability

Except for breaches of confidentiality, gross negligence, willful misconduct, or liability for bodily injury or death, in no event shall either party be liable for consequential, incidental, special, punitive, or exemplary damages, whether in contract, tort or otherwise. The aggregate liability of each party for claims arising out of or in connection with this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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