Business Services SSP

BUSINESS SERVICES SSP

This Business Services SSP (the "Agreement") is entered into by and between:

Client Name:    Service Provider Name:

Effective Date:    Agreement Reference:

WHEREAS

WHEREAS, Client requires business services to support operational, administrative, or technical functions as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and agrees to perform such services pursuant to the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider shall perform the services described in the Description of Services with reasonable skill, care and diligence consistent with industry standards. Deliverables, milestones and acceptance criteria will be as set forth in the Description of Services or in written statements of work executed under this Agreement.

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of invoice receipt. All payments shall be made in lawful currency and free of set-off.

Overdue amounts shall accrue interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse reasonable collection costs and attorneys' fees for recovery of past due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for services performed through the effective date of termination, subject to any offsets for breach or nonconforming performance as permitted by law.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) restrict disclosure to employees or agents with a need to know who are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the recipient; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the recipient without use of Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided recipient gives prompt notice to the discloser to seek protective measures.

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 laws principles. Any dispute arising out of or related to this Agreement shall be resolved in the courts located in that jurisdiction unless the parties mutually agree to arbitration.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices to the parties shall be sent to the addresses below and will be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship. Service Provider is solely responsible for withholding and paying all employment-related taxes for its personnel.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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