Business Services TTO WS

BUSINESS SERVICES TTO WS

Agreement Date:

Parties

Recitals

WHEREAS, Client desires to obtain certain business services described in this Work Statement and Service Provider represents that it has the expertise and capacity to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties intend to set forth in this Work Statement the scope, schedule, payment terms and other material obligations governing the Services to be performed by Service Provider for Client; and

WHEREAS, the parties agree that this Work Statement is subject to and governed by the provisions contained in this Agreement and any Master Agreement between the parties that is expressly incorporated by reference herein.

Scope of Work

Service Provider shall provide the following services (the "Services") in accordance with professional standards and the schedule set forth below. Deliverables shall be provided in the formats and to the milestones agreed by the parties.

Payment Terms

Client shall compensate Service Provider for performance of the Services as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Standard payment terms: invoices payable within days of invoice date. Late payments shall accrue interest as set forth below.

Reimbursable expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon submission of supporting documentation. Responsibility for taxes shall be governed by applicable law and borne by the party so required.

Term and Termination

This Work Statement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Work Statement for convenience upon providing days' prior written notice to the other party. In the event of termination for cause, the non-breaching party may terminate immediately upon written notice if the breaching party fails to cure a material breach within 15 days of receiving written notice of such breach.

Upon termination, Service Provider shall deliver all completed work and reasonably cooperate with Client to effect an orderly wind down. Client shall pay Service Provider for all Services performed and reasonable non-cancelable commitments incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, trade secrets, technical data, pricing, customer lists and other proprietary information.

Receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Work Statement; (b) restrict disclosure to employees and consultants who have a legitimate need to know and who are bound by confidentiality obligations; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against losses arising out of the indemnifying party's breach of this Work Statement, willful misconduct or gross negligence. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable for incidental or consequential damages. The parties' aggregate liability shall be limited to the fees paid under this Work Statement during the preceding twelve (12) months.

Governing Law; Dispute Resolution

This Work Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiations before pursuing any other remedy.

Entire Agreement; Miscellaneous

This Work Statement, together with any referenced schedules or master agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Service Provider is an independent contractor and not an employee, partner or agent of Client. Neither party may assign its rights or obligations without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

Notices

All notices required or permitted under this Work Statement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or when sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may specify by notice to the other.

Sign Now