Business Services SOA GO

BUSINESS SERVICES SOA GO

Agreement Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client requires certain business services described in this Agreement and desires to engage Service Provider to perform those services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, equipment and licenses necessary to perform the services; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider for the services described above the total amount of USD, subject to the schedule and conditions below.

Invoicing and Payment Terms: Service Provider shall submit itemized invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid within the time specified shall accrue interest at a rate of % per month, or the maximum lawful rate if lower. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with written notice of termination at least days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with this Agreement, whether oral, written or electronic, 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.

Non-Disclosure and Use: Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as permitted by this Agreement.

Exceptions: Confidential Information does not include information that (i) was known to Recipient prior to disclosure without obligation of confidentiality, (ii) becomes publicly available through no fault of Recipient, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives Discloser prompt written notice and cooperates in any reasonable attempt to limit disclosure.

INVOICING & NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: 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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any available legal or equitable remedies in the courts of the governing state.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, agency, or partnership relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with performance of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to the total fees paid or payable under this Agreement during the twelve (12) months preceding the claim.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, written or oral. Any amendment or modification shall be binding only if in writing and signed by both parties.

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