Business Services TSAF

BUSINESS SERVICES TSAF

This Business Services Time and Services Agreement Form (the Agreement) is made and entered into as of by and between Client Name: with business address: (Client), and Service Provider Name: with business address: (Service Provider). Client and Service Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client seeks business services consisting of professional time, consultation and deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capability to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, compensation, term and other material terms of their engagement.

SCOPE OF WORK

Service Provider shall perform the services described below and any related tasks reasonably necessary to perform such services. The initial scope shall be:

PAYMENT TERMS

Client shall pay Service Provider compensation as follows. Fees charged are exclusive of applicable taxes unless otherwise stated. Invoices shall reference this Agreement and describe services rendered and hours or deliverables.

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing five (5) business days' written notice. Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice. Termination for convenience by either Party requires the notice period set forth above. Upon termination, Client shall pay Service Provider for all services properly performed and expenses reasonably incurred through the date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that a reasonable person would understand to be confidential. Receiving Party shall (a) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care, (b) use Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, is rightfully received from a third party without breach, or is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information as required by law, provided it provides prompt written notice to Disclosing Party when legally permissible.

INDEMNIFICATION AND LIMITATIONS

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of its gross negligence or willful misconduct in connection with this Agreement. Except for a Party's indemnification obligations for breaches of confidentiality or for indemnities arising from gross negligence or willful misconduct, neither Party shall be liable for incidental, consequential, special or punitive damages.

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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any Schedules or Statements of Work incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice. Notices shall be deemed given when delivered personally, sent by certified mail, or by overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. The Parties are independent contractors and nothing contained herein shall be deemed to create an agency, partnership or joint venture. No Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

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