Business Services SUP Document

Business Services SUP Document

This Business Services SUP Document ("Agreement") is entered into as of (the "Effective Date"), by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, implementation, and support services as described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services and deliverables for the benefit of Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Scope of Work, Payment Terms and other provisions set forth below shall govern the parties' rights and obligations.

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this Section in consideration for the services described in Section 1. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

All undisputed invoices shall be paid in full in accordance with the payment schedule. If Client disputes an invoiced amount in good faith, Client shall provide written notice of the dispute and the parties shall promptly attempt to resolve the dispute; undisputed amounts remain payable in accordance with this Agreement.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated as set forth below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) 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 no less protective than those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing intellectual property and tools used or developed in connection with the services. Subject to Client's timely payment of all fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to applicable third-party licenses.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify and hold harmless Service Provider from claims arising from Client's misuse of deliverables or Client-provided materials.

7. 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.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided by each party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the other party's prior written consent, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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