Business Services SPR CS

BUSINESS SERVICES SPR CS

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized business services, including but not limited to consulting, implementation, maintenance, and related professional services, and has the experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their entire agreement regarding the engagement, payment, confidentiality and other material provisions governing the relationship between the parties.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially alters price or schedule shall require a written change order executed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth in this section in consideration for the Services rendered.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the End Date, unless earlier terminated as provided herein.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period set forth above following receipt of written notice specifying the breach. Either party may also terminate for convenience upon the same notice period with payment for Services rendered through the effective date of termination and reasonable wind-down costs incurred by Service Provider.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") without the prior written consent of the Disclosing Party. "Confidential Information" means proprietary or non-public business, technical or financial information disclosed in any form. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order or other remedy.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Upon termination or expiration of this Agreement, Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party, and certify such return or destruction in writing if requested.

Representations and Warranties; Liability

Each party represents and warrants that it has the requisite authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable for consequential, incidental, indirect, special or punitive damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflicts of law principles.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be made 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 in the Parties section above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail (postage prepaid), or one (1) day after deposit with a recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, employment or agency relationship. 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.

Signatures

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