Business Services SOU

BUSINESS SERVICES STATEMENT OF UNDERSTANDING (SOU)

THIS BUSINESS SERVICES STATEMENT OF UNDERSTANDING (the "Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services described herein and possesses the requisite personnel, expertise and resources to perform such services; and

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

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

SCOPE OF WORK

Service Provider shall perform the duties set forth above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any subcontracting arrangements shall be documented in writing and appended to this Agreement as an addendum when applicable.

PAYMENT TERMS

Select applicable schedule: Monthly invoices Upon completion Milestone-based

Any amounts not paid within calendar days of the invoice due date shall incur a late fee of percent per month (or the maximum rate permitted by law, if less). Client is responsible for all collection costs, including reasonable attorneys' fees, for overdue balances.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach upon written notice if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, visually, or in writing. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose such information to third parties except to its employees or contractors who have a need to know and are bound to confidentiality obligations no less protective than those in this Agreement, and (c) use Confidential Information only for performance under this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which the receiving party's duty of confidentiality shall continue for so long as such information qualifies as a trade secret under applicable law. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state, and the parties hereby submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any attached addenda or executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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