Business Services Team Mayday

BUSINESS SERVICES TEAM MAYDAY

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: having its principal place of business at and Client Name: located at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business continuity, support and rapid-response services, including incident triage, escalation management, and coordination of remediation efforts; and

WHEREAS, Client requires immediate and prioritized business services in the event of critical operational incidents and wishes to retain Service Provider to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the provision of services described in this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the services set forth in the Scope of Work in a professional and workmanlike manner consistent with industry standards. Response times and escalation procedures are as described in the Scope of Work; deviations require prior written agreement of both parties.

2. PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, invoices are payable in U.S. dollars within the number of days specified in the Payment Schedule. Past due amounts shall accrue interest at the greater of the Late Payment Fee specified above or the maximum rate permitted by law. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party the notice period set forth above. 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. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, 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: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or regulation subject to the disclosing party's right to seek protective relief.

Receiving party shall protect the disclosing party's Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination or expiration of this Agreement for the period specified above.

5. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any exhibits or written purchase orders executed 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 and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8. NOTICES

Notices under this Agreement shall be in writing and delivered to the contacts listed above or to such other address as either party may designate by notice to the other in accordance with this Section.

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