Business Services SSE Document

Business Services SSE Document

This Business Services SSE Document ("Agreement") is entered into effective as of by and between:

RECITALS

WHEREAS, the Service Provider is duly engaged in the business of providing specialized software systems engineering and related business services and possesses the skills, personnel and resources necessary to perform the services described herein;

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

WHEREAS, the parties intend to set forth their entire agreement regarding the subject matter hereof and to allocate risks, responsibilities and compensation between them as set forth below;

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The description includes tasks, deliverables, and acceptance criteria. Any changes to the scope shall be authorized in writing pursuant to the Change Order provision below.

PAYMENT TERMS

In consideration for the performance of the services, the Client shall pay the Service Provider the fees set forth below in United States dollars in cleared funds.

Unless otherwise specified in the Payment Schedule, invoices are payable within days of invoice receipt. Overdue amounts shall accrue interest at the rate specified below.

If Client disputes any invoiced amount, Client shall notify Service Provider in writing within ten (10) days of receipt of the invoice, specifying the basis for the dispute. The parties shall negotiate in good faith to resolve the dispute; undisputed amounts must still be paid when due.

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 convenience upon providing days' prior written notice to the other party.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages resulting from the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations in this Section shall continue for months following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue as provided by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attached exhibits and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

Remedies: Each party acknowledges that a breach of the confidentiality provisions or unauthorized use of intellectual property may cause irreparable harm for which monetary damages alone may be inadequate. In addition to other remedies, the non-breaching party shall be entitled to seek injunctive relief.

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