Business Services SPC

BUSINESS SERVICES SPC

This Business Services SPC (the Agreement) is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, the Service Provider is duly organized and qualified to provide professional business services including consulting, project management, and implementation support (the Services); and

WHEREAS, the Client desires to retain the Service Provider to provide the Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of the Services.

SCOPE OF WORK

The Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall assign personnel with appropriate qualifications and experience. Any material changes to the Scope of Work must be agreed in writing and signed by both parties.

PAYMENT TERMS

Invoices shall be submitted by the Service Provider in accordance with the Payment Schedule. Client agrees to pay undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum allowed by law), and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for Services properly performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information, whether written, oral or electronic, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is: (a) publicly known other than by breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information from unauthorized use and disclosure using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, agents, contractors or advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or written request, receiving party shall return or destroy all Confidential Information and certify such return or destruction in writing.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that, in addition to other available remedies, the non-breaching party shall be entitled to seek injunctive relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising out of or relating to this Agreement shall be 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, including any exhibits or schedules attached and any written change orders executed by both parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined 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, except that the Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, joint venture or agency relationship.

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