Business Services TLA

BUSINESS SERVICES TLA

Parties

This Business Services TLA (the "Agreement") is entered into as of by and between , located at (the "Client"), and , located at (the "Service Provider").

Recitals

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

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

WHEREAS, the parties intend for this Agreement to set forth the full understanding and obligations of the parties with respect to such services.

Scope of Work

The Service Provider shall perform the services described above in a professional and timely manner consistent with industry standards. Any changes to the Scope of Work shall be documented in a written change order signed by both parties that specifies any adjustment to fees and schedule.

Payment Terms

Invoices will be issued in accordance with the payment schedule above and are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue a late fee equal to the greater of (i) per month or (ii) a fixed late charge of . The Client shall also reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination does not relieve the Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party 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"). Confidential Information shall not include information that is (i) already known to the receiving party without restriction, (ii) becomes publicly known through no act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to third parties except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations under this section shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets.

Representations and Warranties; Remedies

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, the services are provided "AS IS" and each party disclaims all other warranties, express or implied. The parties' sole and exclusive remedies for a breach of the Service Provider's warranty shall be re-performance of the nonconforming services or, if re-performance is not commercially practicable, a refund of the fees paid for such nonconforming services.

Limitation of Liability

Except for liability resulting from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall be limited to the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

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

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three days after deposit in the United States mail, postage prepaid, certified or registered.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall have the same force and effect as original signatures.

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