Business Services SSI Form

BUSINESS SERVICES SSI FORM

This Business Services SSI Form (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business services, including but not limited to systems support, process improvement, and staffing services, and represents that it has the experience, personnel and resources to perform such services in accordance with industry standards;

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Business Services SSI Form to memorialize the scope, compensation, confidentiality obligations and other material terms governing the engagement.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. Service Provider shall perform all work in a professional and workmanlike manner and in accordance with the schedules set forth in this Agreement.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider the fees set forth below. All fees are due in accordance with the invoice schedule and subject to the late payment provisions contained herein.

Invoices shall be submitted to Client as indicated and are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law), plus reasonable collection costs.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of supporting documentation. All amounts payable to Service Provider under this Agreement are exclusive of taxes; Client shall be responsible for any sales, use, VAT or other taxes not based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for cause 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.

Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination. Service Provider shall, at Client's option, deliver all completed work and work in progress to Client and provide reasonable assistance to effect an orderly transition.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential, including business processes, pricing, customer lists, technical data and trade secrets.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

Confidential Information shall not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) is already known by the Receiving Party at the time of disclosure as evidenced by written records; (iii) is lawfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INDEPENDENT CONTRACTOR; ASSIGNMENT; SUBCONTRACTING

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for payment of all taxes and employment benefits for its personnel. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as agreed by the parties in writing.

NOTICES

All notices under this Agreement shall be in writing and delivered to the contact persons below at the addresses set forth above or such other address as a party designates by written notice to the other.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments signed by the 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, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

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