Business Services SPFS

BUSINESS SERVICES SPFS

Effective Date:

Parties

Client Name:    Service Provider Name:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional business services, including consulting, project management, and implementation support, and represents that it has the experience, personnel and resources necessary to provide such services under the terms of this Agreement.

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

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

Scope of Work

The Service Provider will perform the services and deliverables described below. The parties acknowledge and agree that the description supplied is a material part of this Agreement and that additional tasks may be added only by written amendment signed by both parties.

Payment Terms

Fees: Client shall pay the Service Provider the fees described below in consideration for the Services. All fees are due in accordance with the schedule set forth in this section and are exclusive of applicable taxes.

Deposit due upon execution (amount to be invoiced)    Milestone payments upon completion of listed milestones    Monthly invoicing for ongoing services

Invoices are due as provided above. Unpaid amounts shall accrue interest and/or late fees as set forth in the Late Payment Fee field and the Service Provider may suspend performance for accounts more than thirty (30) days past due, without liability, until payment is made.

Term and Termination

Term: This Agreement commences on the Effective Date and shall continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice to the other party 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 prior to 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 either party to the other, whether written or oral, including business plans, strategies, client lists, pricing, product designs, software, documentation, and trade secrets, but excluding information that (i) is or becomes public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Return and Survival: Upon termination or request, the receiving party shall promptly return or destroy Confidential Information. The obligations in this Confidentiality section shall survive termination of this Agreement for years.

Representations; Independent Contractor; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. The Service Provider is an independent contractor and not an agent or employee of the Client. The Service Provider shall be responsible for its own taxes, benefits and insurance.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in performing its obligations under 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 each party's aggregate liability under this Agreement shall be limited to the fees paid or payable to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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.

Entire Agreement; Amendments

This Agreement, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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