Business Services VHI

Business Services VHI

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between: Client Name: with principal address: ; and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client desires to obtain certain business services related to Vendor Hosted Implementation ("VHI") and related advisory, project management and configuration assistance; and

WHEREAS, Provider has the expertise and personnel necessary to perform such services and agrees to perform the services on the terms and conditions set forth herein.

Scope of Work

Provider will perform the services described below (the "Services"). Provider shall deliver services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Provider in consideration for the full and timely performance of the Services as set forth below. All payments are non-refundable except as required by applicable law.

All fees are exclusive of applicable taxes. Client shall also reimburse Provider for reasonable, documented out-of-pocket expenses pre-approved in writing by Client. Overdue amounts shall bear interest at the rate specified above and Provider may suspend performance for nonpayment after ten (10) days' written notice.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Provider may terminate immediately if Client becomes insolvent, ceases business, or fails to pay undisputed amounts when due.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or which a reasonable person would understand to be confidential. Recipient shall (i) use Confidential Information solely to perform this Agreement, (ii) restrict disclosure to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that is or becomes publicly known through no wrongful act of Recipient, is independently developed by Recipient without use of the discloser's Confidential Information, or is rightfully received from a third party without restriction. Upon termination or written request, Recipient shall return or destroy Confidential Information and certify such destruction if requested.

Intellectual Property and License

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing materials, tools and methodologies. Subject to Client's timely payment of all fees, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Client grants Provider a non-exclusive right to use Client-provided materials solely to perform the Services.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the power and authority to enter into this Agreement. Provider will indemnify Client from third-party claims arising out of Provider's gross negligence or willful misconduct. Except for liability for gross negligence, willful misconduct, or indemnities for third-party claims, neither party's liability shall exceed the total fees paid by Client to Provider under this Agreement in the preceding twelve (12) months.

Notices

All notices under this Agreement must be in writing and delivered by certified mail, nationally recognized courier, or hand delivery to the addresses below or such other address as designated by the receiving party in writing.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation among senior executives. If unresolved within sixty (60) days, either party may pursue legal remedies in the courts located in the selected state.

Entire Agreement

This Agreement, including any attachments and written statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

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