Business Services Symphony Contract

BUSINESS SERVICES SYMPHONY CONTRACT

This Business Services Symphony Contract (the Agreement) is made effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic planning, systems integration, operations support, and advisory services, and possesses the expertise, personnel, and resources to provide such services to the Client; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below. The parties acknowledge that the description should be sufficiently detailed to permit performance and measurement of deliverables. Any material change to the scope shall require a written amendment signed by both parties.

PAYMENT TERMS

In consideration for the services to be rendered, Client shall pay Service Provider as set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

Expenses reasonably incurred by Service Provider in connection with the performance of services will be reimbursed by Client if pre-approved in writing. Service Provider shall submit itemized expense invoices and receipts when requesting reimbursement.

Service Provider may invoice reasonable pre-approved expenses for reimbursement.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least in advance. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, 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. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall not disclose or use the disclosing party's Confidential Information except as necessary to perform its obligations under this Agreement. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement, unless a longer period is required by applicable law.

INTELLECTUAL PROPERTY & WORK PRODUCT

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables created under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and methodologies. To the extent any work product created by Service Provider is a joint work, the parties shall negotiate ownership and license terms in good faith prior to delivery.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, fraud, or breaches of confidentiality, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any action arising under this Agreement shall be brought in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. 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 successor in connection with a merger or sale of substantially all of its assets.

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