Business Services VCS Agreement

Business Services VCS Agreement

This Business Services VCS Agreement ("Agreement") is entered into as of by and between Client Name: ("Client"), and Service Provider Name: ("Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing vendor control systems, version control support, consulting and related business services; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to record the terms and conditions of their contractual relationship in writing.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written change order signed by both parties and shall specify any adjustments to fees and schedule.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt. Payments not received by the due date shall accrue interest at the rate of % per month, or the maximum lawful rate if lower. Client shall also reimburse Provider for reasonable collection and legal costs incurred in enforcing payment obligations.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date of and shall continue until the End Date of , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for services performed and reasonable expenses incurred through the effective date of termination. Provider shall deliver to Client all work product completed to date, subject to payment of outstanding amounts.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information except as necessary to perform under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. These obligations shall continue for three (3) years following termination of this Agreement, except that trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing intellectual property and tools. Upon full payment of amounts due, Provider grants Client a non-exclusive, non-transferable license to use deliverables produced specifically for Client under this Agreement for Client's internal business purposes. Provider represents that deliverables will be original or will be supplied with appropriate licenses. Client shall not remove or alter any proprietary notices contained in deliverables.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and reasonable costs (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

LIMITATION OF LIABILITY

Except for indemnification obligations or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written change orders or exhibits signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter hereof. Any amendment or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the parties. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its business assets. Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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