Business Services Vermont Systems

BUSINESS SERVICES AGREEMENT — Business Services Vermont Systems

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing software maintenance, systems integration, hosting support and related business services described below; and

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

WHEREAS, the parties intend that the services, compensation and responsibilities of the parties be governed by this Agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The Scope of Work shall include deliverables, milestones, acceptance criteria, and any applicable service levels. Client shall cooperate and provide timely access to personnel and information reasonably necessary for performance.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth in this section. Fees are exclusive of applicable taxes unless otherwise stated.

Service Provider will invoice Client in accordance with the payment schedule. Unless otherwise agreed, invoices are due and payable within days of invoice date.

Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in performing the services, provided that such expenses are pre-approved in writing when required by the parties.

ACH / Bank Transfer    Check    Wire Transfer    Credit Card

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 convenience upon providing the other party with not less than days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the date of termination and for any non-cancellable commitments made in connection with the services. Each party shall return or destroy confidential information of the other in accordance with the Confidentiality section below.

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 includes business and technical information, software, pricing, and client data.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) 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 a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to affiliates, 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.

Confidential Information does not include information that: (i) is or becomes publicly known other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with any protective order or other remedy sought by the disclosing party.

Warranties; Limitation of Liability

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) 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 principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes.

Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes Service Provider's obligations hereunder.

Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument executed 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 in the Parties section or to such other address as either party may designate by notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

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