Business Services SPF

Business Services SPF

Parties

Recitals

WHEREAS, Service Provider is a business engaged in the provision of professional services including consulting, technical implementation, and related business services; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows. This Agreement is effective as of (the Effective Date).

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description below constitutes the agreed scope and any material change shall require a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Fees are exclusive of applicable taxes unless otherwise stated; taxes shall be paid by Client.

Term and Termination

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

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party 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. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose such 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 protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed by the receiving party without use of Confidential Information. Upon termination, receiving party shall return or destroy Confidential Information as requested by disclosing party.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of all pre-existing intellectual property and tools. Where deliverables incorporate Service Provider's pre-existing materials, Service Provider grants Client a limited license to use such materials solely as incorporated in the deliverables.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its own gross negligence or willful misconduct in performing this Agreement. Except for a party's indemnity obligations or liability for death or personal injury caused by negligence, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located therein for resolution of disputes.

Entire Agreement and Amendments

This Agreement, including all exhibits and statements of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by written notice.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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