Business Services SSOW

Business Services SSOW

Parties and Administrative Details

Effective Date:

Recitals

WHEREAS, Client Name: seeks to procure business services and has selected the Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider Name: represents that it has the necessary expertise, personnel and resources to perform the services described in this Statement of Scope of Work (SSOW);

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Services to be performed by the Service Provider are described in detail below. The Service Provider shall perform the services in a professional and workmanlike manner, consistent with industry standards.

Payment Terms

Total Fee:

One-time payment on completion

Monthly retainer — Amount:

Milestone payments per Milestones and Schedule above

Invoicing: Service Provider shall invoice Client in accordance with the Payment Schedule. Invoices shall be sent to Billing Address:

Late Payment: Unpaid amounts shall accrue interest at per month (or the maximum permitted by law), commencing the day after the payment due date.

Term and Termination

Term Commencement Date:

Term End Date (if any): . If left blank, the Agreement shall continue until terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 15 days following written notice of breach.

On termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination plus any reasonable wind-down costs.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including business plans, customer lists, pricing, technical data and trade secrets.

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

Exclusions: Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality; (ii) publicly available through no breach by the receiving party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of unless a longer period is required by law for trade secrets.

Change Orders

Any change to the Scope of Work or fees shall be documented in a written change order signed by authorized representatives of both parties. No oral modifications shall be binding.

Insurance and Indemnification

Service Provider shall maintain insurance customary for the services provided, including commercial general liability and professional liability where applicable. Each party shall indemnify and hold harmless the other from any third-party claims arising from its negligent acts or willful misconduct in connection with performance of this Agreement.

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; Severability

This Agreement, including the Scope of Work and any executed change orders, 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. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

Notices shall be delivered to the addresses set forth above or to such other address as a party designates in writing. The failure of either party to enforce any right shall not constitute a waiver of that right.

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