Business Services Veritas

BUSINESS SERVICES VERITAS

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the professional business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to perform such services in accordance with this Agreement.

Scope of Work

Service Provider shall perform the services described below. The services to be performed, deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Amounts not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon submission of supporting documentation.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its responsibility to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Discloser) to the other party (Recipient), whether disclosed orally, visually or in writing, 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 includes, without limitation, business plans, financial information, customer lists, technical data, trade secrets and proprietary processes.

Recipient shall (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to Recipient prior to disclosure; (iii) is rightfully obtained by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Recipient acknowledges that a breach of this section may cause irreparable harm for which monetary damages may be inadequate and that Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Governing Law; Miscellaneous

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

Entire Agreement

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Billing and Notices

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