Business Services TAS

BUSINESS SERVICES AGREEMENT (TAS)

This Business Services Agreement (the Agreement) is entered into as of by and between Client Name: (Client) and Service Provider Name: (Service Provider). The Client and Service Provider are sometimes referred to herein individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing professional business services, including technical assistance and advisory services as set forth in this Agreement; and

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

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below (the Services). The Parties acknowledge that time, manner and method of performance are within the professional judgment of the Service Provider, subject to the requirements of this Agreement.

PAYMENT TERMS

In consideration for the Services, the Client shall pay the Service Provider in accordance with the following terms.

Unpaid amounts shall accrue interest at the rate of percent per month (or the maximum lawful rate, if lower) from the due date until paid in full. The Client shall also reimburse the Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

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

Each Party (Receiving Party) shall keep confidential all non-public information disclosed by the other Party (Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information shall not include information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) becomes publicly available without breach of this Agreement, (c) is lawfully obtained from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as the information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, non-transferable license to use deliverables created under this Agreement for the Client’s internal business purposes. The Service Provider retains ownership of pre-existing materials, methodologies and tools used in performing the Services. The Parties shall document any transfer of ownership of specific deliverables in a written addendum.

INDEPENDENT CONTRACTOR; TAXES

The Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the Parties. The Service Provider is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, and shall indemnify the Client for any liability resulting from the Service Provider’s failure to pay such amounts.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying Party’s breach of this Agreement, gross negligence or willful misconduct. Except for liability arising from a Party’s gross negligence, willful misconduct or indemnification obligations, neither Party’s aggregate liability for direct damages for any claim arising under this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, special, incidental or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the Parties agree to submit disputes to binding arbitration in the county of the Client’s principal place of business, unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth below. Neither Party may assign its rights or delegate its obligations without the prior written consent of the other Party, except that the Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all its assets.

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