Business Services STC Agreement

BUSINESS SERVICES STC AGREEMENT

This Business Services STC Agreement (the Agreement) is entered into as of the Effective Date below by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, including but not limited to solutions, support, technology coordination and consulting as set forth herein;

WHEREAS, Client desires to retain Service Provider to perform certain services and Service Provider is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective duties, payment terms, confidentiality obligations, and remedies in a written agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the services described below (Services). The Services shall be performed with commercially reasonable skill and care and in accordance with industry standards.

PAYMENT TERMS

Compensation. Client shall pay Service Provider the total fee of (the Total Fee) in accordance with the payment schedule below.

Invoicing and Payment. Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt.

Late Payment. Any past-due amount shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date.

Termination for Cause. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition. "Confidential Information" means non-public information disclosed by either party in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. Each party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions; Return. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed, or rightfully received from a third party not subject to confidentiality obligations. Upon expiration or termination of this Agreement, receiving party shall return or destroy Confidential Information and certify such return or destruction upon request.

INSURANCE; INDEMNIFICATION

Insurance. Service Provider shall maintain insurance of types and amounts customary for the industry appropriate to the services provided. Upon request Service Provider shall provide certificates of insurance to Client.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from losses arising out of its gross negligence, willful misconduct, or material breach of this Agreement, subject to any limitations provided herein.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact addresses set forth above or to such other address as either party designates in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) day after deposit with a nationally recognized overnight courier.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution. The parties shall attempt in good faith to resolve disputes arising under this Agreement promptly by negotiation between executives. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement. This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Amendment. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

SIGNATURES

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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