Business Services Staff Augmentation Agreement

BUSINESS SERVICES STAFF AUGMENTATION AGREEMENT

Effective Date:

Parties and Recitals

Service Provider Name: , Service Provider Address:

Client Name: , Client Address:

WHEREAS, Service Provider is engaged in the business of providing qualified personnel to perform temporary and project-based professional services; and

WHEREAS, Client wishes to obtain staff augmentation services described herein and Service Provider agrees to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the placement, supervision, and payment for personnel supplied by Service Provider.

1. Scope of Work

Service Provider will supply personnel to perform the services described below. The parties agree that assignments will be governed by the following scope:

2. Payment Terms

Client shall pay Service Provider according to the rates and schedule below. All amounts are payable in lawful currency and exclusive of applicable taxes unless otherwise stated.

3. Term and Termination

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

Upon termination, Client shall pay for all work performed through the effective date of termination, any non-cancellable obligations reasonably incurred by Service Provider, and any fees specified in a governing Statement of Work. Termination shall not relieve either party of obligations that by their nature survive termination.

4. Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information (as defined below) concerning the other party. "Confidential Information" means information that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations remain in effect for years following disclosure.

Client agrees not to solicit or offer employment to personnel provided by Service Provider during the engagement and for months after the end of their assignment without written consent. If Client hires such personnel without consent, Client will pay Service Provider a placement fee equal to of the hired person's annualized compensation.

5. Insurance; Independent Contractor

Service Provider shall maintain commercial general liability and workers' compensation insurance as required by applicable law and appropriate to the services provided. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider retains control over the means and manner of providing personnel, subject to Client's right to request replacement for failure to meet reasonable assignment requirements.

6. Intellectual Property

Unless a separate written agreement provides otherwise, Client shall own all right, title and interest in works, deliverables and inventions created specifically for Client under this Agreement. Service Provider hereby assigns to Client all rights necessary to effectuate such ownership, subject to Service Provider's pre-existing tools and general know-how, which remain Service Provider's property.

7. Limitation of Liability and Indemnification

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement or negligent acts. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating litigation; venue shall lie in the state and federal courts located in the governing jurisdiction.

9. Entire Agreement and Amendments

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 agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

Signatures

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